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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: (Date of earliest event reported) July 28, 1997
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Coronado Industries, Inc.
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(Name of small business issuer in its charter)
Nevada 33-33042-NY 22-3161629
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ 85268
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(Address of Principal executive offices) (as of date of filing) (Zip Code)
Issuer's telephone number (602) 837-6810
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(Former name or former address if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 28, 1997 Registrant closed a transaction with Dr. Leo D. Bores
in which Registrant acquired certain medical equipment and office furniture for
$50,000 cash and a $75,000 promissory note. This equipment and furniture will be
used in Registrant's first glaucoma treatment to be located in Scottsdale,
Arizona. Registrant used proceeds from the first closing of its stock private
placement for the cash portion of this purchase price. The promissory note
issued to Dr. Bores bears 10% annual interest. One-half of the principal of this
note is due on July 18, 1998 and the remaining principal thereof is due on
January 18, 1999.
On July 28, 1997 Registrant also signed a lease with Dr. Bores for a
4,200 square foot medical facility at 8049 N. 85th Way in Scottsdale, Arizona.
This facility will be the site of Registrant's first glaucoma treatment clinic.
The monthly lease rate on this facility is $3,500. Registrant has a two year
option to purchase the building for the sum of $400,000 cash.
On July 28, 1997 Registrant also entered into a two year employment
agreement with Dr. Bores wherein on August 1, 1997 Dr. Bores became the Chief
Medical Director of Registrant's first glaucoma treatment clinic in Scottsdale,
Arizona. Dr. Bores will receive an annual salary of $150,000 during the first
year of this agreement and $200,000 during the second year. Registrant expects
Dr. Bores will become Registrant's Medical Director in charge of all of
Registrant's glaucoma treatment clinics in the United States. Registrant intends
to open 40 to 50 glaucoma treatment clinics throughout the United States within
the next three years.
Dr. Bores has an international reputation as an ophthalmologist,
because of his work in pioneering the development of radialkeratotomy("RK") in
the 1970's and 1980's.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements contained in this report which are not historical
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to, certain delays beyond
Registrant's control with respect to market acceptance of new technologies and
products, delays in state licensing, and other risks detailed from time to time
in Registrant's filings with the Securities and Exchange Commission.
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Item 7. Financial Statements and Exhibits.
(b) Pro forma financial statements.
Registrant will file pro forma financial statements as soon as they
are available.
(c) Exhibits.
The following documents are attached as exhibits to this filing:
10.1 Bill of Sale with Dr. Bores.
10.2 Promissory Note to Dr. Bores.
10.3 Lease with Dr. Bores.
10.4 Employment Agreement with Dr. Bores.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto authorized.
CORONADO INDUSTRIES, INC.
Date: August 13, 1997 By: /s/ Gary R. Smith
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Gary R. Smith, President (Chief
Executive Officer) and Treasurer
(Chief Accounting Officer)
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EXHIBIT 10.1
BILL OF SALE
For valuable consideration, including the sum of $50,000 and a
promissory note in the amount of $75,000 from Coronado Industries, Inc., hereby
acknowledged as paid in hand, Leo D. Bores, an Arizona resident ("Seller"),
hereby sells, transfers and assigns to Arizona Glaucoma Institute, Inc.
("Buyer") and Buyer's successors and assigns forever, the chattels and personal
property described on Schedule A attached hereto and incorporated herein (the
"Property").
Buyer and Seller agree the values set forth on Schedule A are the fair
market values of each item of the Property, as of the date of this Bill of Sale.
Seller warrants to Buyer that it has good and marketable title to the
Property, and that the Property is sold free of all liens, encumbrances,
liabilities and adverse claims of every nature and description whatsoever.
Seller further warrants to Buyer that it will fully defend, protect,
indemnify and hold harmless Buyer and its lawful successors and assigns from any
adverse claim made to the Property by all persons whomsoever.
The Property is otherwise sold in "as is" condition and where presently
located.
IN WITNESS WHEREOF, the parties hereto have executed this Bill Of Sale,
effective as of July 18, 1997.
/s/ Leo D. Bores
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LEO D. BORES
ARIZONA GLAUCOMA INSTITUTE, INC.
By: /S/ G. Richard Smith
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G. Richard Smith, President
EXHIBIT 10.2
PROMISSORY NOTE
$ 75,000.00 July 18, 1997
FOR VALUE RECEIVED, Coronado Industries, Inc. ("Borrower"), promises to
pay Leo D. Bores or his assignee, the principal sum of Seventy-Five Thousand
Dollars ($75,000.00), plus annual interest at the rate of ten percent (10%).
Said interest shall be due and payable on each October 18, January 18, April 18
and July 18 of each year that the principal hereof remains outstanding;
provided, however, that the first interest payment shall not be due until
January 18, 1998.
One-half of the principal hereof shall be payable on or before July 18,
1998 at 8049 N. 85th Way, Scottsdale, Arizona or at such other place as the
payee, or legal holder or owner (hereinafter referred to as the "Holder") of
this Promissory Note may from time to time designate in writing. The remaining
one-half of the principal hereof shall be payable on or before January 18, 1999
at 8049 N. 85th Way, Scottsdale, Arizona or at such other place as the Holder of
this Promissory Note may from time to time designate in writing.
The principal of this Promissory Note may be prepaid in whole or in
part at any time without penalty. Any partial prepayment shall be applied
against the accrued interest outstanding, if any, and shall not extend or
postpone the due dates of the principal and interest described above, unless the
Holder of this Promissory Note shall otherwise agree in writing.
It is agreed that if this Promissory Note is not paid when due, the
principal thereof shall draw interest at the rate of twelve percent (12%) per
annum, and that failure to make any payment of principal or interest when due
shall cause the whole Promissory Note to become due at once, or the interest to
be counted as principal, at the option of the Holder of this Promissory Note.
The maker and endorsers hereof severally waive presentment for payment, protest,
notice of non-payment and of protest, and agree to any extension of time of
payment and partial payments before, at or after maturity, and if this
Promissory Note or interest thereon is not paid when due, or suit is brought,
agree to pay all reasonable costs of collection, including a reasonable amount
of money for attorney's fees.
The Holder of this Promissory Note may at any time prior to the repayment
of all of the principal hereof convert any outstanding principal and/or any
accrued interest hereon into shares of Borrower Common Stock on the basis of
$2.00 of principal and/or interest for each share of such common stock. No
additional share of stock will be issued by Borrower for a fractional share of
less than one-half (.5) share after conversion; however, one additional share
<PAGE>
will be issued by Borrower for any fractional share equal to or more than
one-half (.5) share after conversion. The Holder shall present and surrender to
Borrower at its office, or at any place where Borrower shall maintain a transfer
agency, the Promissory Note to be so converted. The Holder shall then be
entitled to receive in exchange certificate(s) for shares of fully paid and
nonassessable Common Stock of Borrower upon the above-described conversion rate.
Any shares issued in conversion of outstanding principal and/or interest hereon,
shall be issued by Borrower as restricted securities as defined by SEC Rule 144,
with resale thereof subject to compliance with such rule.
This Promissory Note shall be construed and interpreted in accordance with
the laws of the State of Arizona.
IN WITNESS WHEREOF, Coronado Industries, Inc. has caused this Promissory
Note to be executed on July 25th, 1997 by its duly authorized Secretary.
CORONADO INDUSTRIES, INC,
By: /s/ G. Richard Smith
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G. Richard Smith, Secretary
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EXHIBIT 10.3
LEASE WITH PURCHASE OPTION
BY THIS AGREEMENT made and entered into on July 18, 1997, between Leo D Bores
Leara A. Bores, herein referred to as Lessor, and Arizona Glaucoma Institute,
Inc. herein referred to as Lessee, Lessor leases to Lessee the premises situated
at 8049 N. 85th Way, in the City of Scottsdale, County of Maricopa, State of
Arizona, and more particularly described as follows: The Bores Eye Clinic
together with all appurtenances, for a term of two (2) years, to commence on
August 1, 1997, and to end on July 31, 1999. at o'clock .m.
1. RENT. Lessee agrees to pay, without demand, to Lessor as rent for the demised
premises the sum of Three Thousand Five Hundred dollars ($3,500.00) per month in
advance on the 1st day of each calendar month beginning August 1, 1997 payable
at 8049 N. 85th Way City of Scottsdale, State of Arizona or at such other place
as Lessor may designate.
2. [INTENTIONALLY DELETED PARAGRAPH]
3. QUIET ENJOYMENT. Lessor covenants that on paying the rent and performing the
covenants herein contained, Lessee shall peacefully and quietly have, hold, and
enjoy the demised premises for the agreed term.
4. USE OF PREMISES. The demised premises shall be used and occupied by Lessee
exclusively as a glaucoma and medical clinic, and neither the premises nor any
part thereof shall be used at any time during the term of this lease by Lessee
for any other purpose. Lessee shall comply with all the sanitary laws,
ordinances, rules, and orders of appropriate governmental authorities affecting
the cleanliness, occupancy, and preservation of the demised premises, and the
sidewalks connected thereto, during the term of this lease.
5. CONDITION OF PREMISES. Lessee stipulates that it has examined the demised
premises, including the grounds and all buildings and improvements, and that
they are, at the time of this lease, in good order, repair, and in a safe,
clean, and tenantable condition.
6. ASSIGNMENT AND SUBLETTING. Without the prior written consent of Lessor,
Lessee shall not assign this lease, or sublet or grant any concession or license
to use the premises or any part thereof. A consent by Lessor to one assignment,
subletting, concession, or license shall not be deemed to be a consent to any
subsequent assignment, subletting, concession, or license. An assignment,
subletting, concession, or license without the prior written consent of Lessor,
or an assignment or subletting by operation of law, shall be void and shall, at
Lessor's option, terminate this lease.
7. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to the
buildings or the demised premises or construct any building or make other
improvements on the demised premises without the prior written consent of
Lessor. All alterations, changes, and improvements built, constructed, or placed
on the demised premises by Lessee, with the exception of fixtures removable
without damage to the premises and movable personal property, shall, unless
otherwise provided by written agreement between Lessor and Lessee, be the
property of Lessor and remain on the demised premises at the expiration or upon
sooner termination of this lease.
8. DAMAGE TO PREMISES. If the demised premises, or any part thereof shall be
partially damaged by fire or other casualty not due to Lessee's negligence or
willful act or that of its employee, family, agent, or visitor, the premises
shall be promptly repaired by Lessor and there shall be an abatement or rent
corresponding with the time during which, and the extent to which, the leased
premises may have been untenantable; but if the leased premises should be
damaged other than by Lessee's negligence or willful act or that of its
employee, family, agent, or visitor to the extent that Lessor shall decide not
to rebuild or repair, the term of this lease shall end and the rent shall be
prorated up to the time of the damage.
9. DANGEROUS MATERIALS. Lessee shall not keep or have on the leased premises
anything of a dangerous, inflammable, or explosive character that might
unreasonably increase the danger of fire on the leased premises or that might be
considered hazardous or extra hazardous by any responsible insurance company.
10. UTILITIES. Lessee shall be responsible for arranging for and paying for all
utility services required on the premises.
11. MAINTENANCE AND REPAIR. Lessee will, at its sole expense, keep and maintain
the leased premises and appurtenances in good and sanitary condition and repair
during the term of this lease and any renewal thereof. In particular, Lessee
shall keep the fixtures on or about the leased premises in good order and
repair; keep the furnace clean; keep the electric bells in order; keep the walks
free from dirt and debris; and, at his sole expense, shall make all required
repairs to the plumbing, range. heating apparatus, and electric and gas fixtures
whenever damage thereto shall have resulted from Lessee's misuse, waste, or
neglect or that of his employee, family, agent, or visitor. Major maintenance
and repair of the leased premises, not due to Lessee's misuse, waste, or neglect
or that of its employee, family, agent, or visitor, shall be the responsibility
of Lessor or its assigns.
<PAGE>
12. RIGHT OF INSPECTION. Lessor and his agents shall have the right at all
reasonable times during the term of this lease and any renewal thereof to enter
the demised premises for the purpose of inspecting the premises and all building
and improvements thereon.
13. [INTENTIONALLY DELETED PARAGRAPH]
14. [INTENTIONALLY DELETED PARAGRAPH]
15. HOLDOVER BY LESSEE. Should Lessee remain in possession of the demised
premises with the consent of Lessor after the natural expiration of this lease,
a new month-to-month tenancy shall be created between Lessor and Lessee which
shall be subject to all the terms and conditions hereof but shall he terminated
on days' written notice served by either Lessor or Lessee on the other party.
16. SURRENDER OF PREMISES. At the expiration of the lease term, Lessee shall
quit and surrender the premises hereby demised in as good state and condition as
they were at the commencement of this lease, reasonable use and wear thereof and
damages by the elements excepted
17. DEFAULT. If any default is made in the payment of rent, or any part thereof,
at the times hereinbefore specified, or if any default is made in the
performance of or compliance with any other term or condition hereof, this
lease, at the option of Lessor, shall terminate and be forfeited, and Lessor may
re-enter the premises and remove all persons therefrom. Lessee shall be given
written notice of any default or breach, and termination and forfeiture of the
lease shall not result if, within 15 days of receipt of such notice, Lessee has
corrected the default or breach or has taken action reasonably likely to effect
such correction within a reasonable time. Lessee shall pay all reasonable
attorneys' fees necessary to enforce lessor's rights.
18. ABANDONMENT. If at any time during the term of this lease Lessee abandons
the demised premises or any part thereof, Lessor may, at his option, enter the
demised premises by any means without being liable for any prosecution
therefore, and without becoming liable to Lessee for damages or for any payment
of any kind whatever, and may, at his discretion, as agent for Lessee, relet the
demised premises, or any part thereof, for the whole or any part of the then
unexpired term, and may receive and collect all rent payable by virtue of such
reletting, and, at Lessor's option, hold Lessee liable for any difference
between the rent that would have been payable under this lease during the
balance of the unexpired term, if this lease had continued in force, and the net
rent for such period realized by Lessor by means of such reletting. If Lessor's
right of re-entry is exercised following abandonment of the premises by Lessee,
then Lessor may consider any personal property belonging to Lessee and left on
the premises to also have been abandoned, in which case Lessor may dispose of
all such personal property in any manner Lessor shall deem proper and is hereby
relieved of all liability for doing so.
19. BINDING EFFECT. The Covenants and conditions herein contained shall apply to
and bind the heirs, legal representatives, and assigns of the parties hereto,
and all covenants are to be construed as conditions of this lease.
20. PURCHASE OPTION. It is agreed that Lessee shall have the option to purchase
real estate known as:
for the purchase price or Four Hundred Thousand Dollars ($400,000,00) and with a
closing date no later than 30 days thereafter. This purchase option must be
exercised in writing no later than July 1, 1999 , but shall not be effective
should the Lessee be in default under any terms of this lease or upon any
termination of this lease.
IN WITNESS WHEREOF; the parties have executed this lease on the day and year
first above written.
/s/ Leo D. Bores Arizona Glaucoma Institute, Inc.
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Lessor Lessee
/s/ Leara A. Bores By: /s/ G. Richard Smith,
- ----------------------------- ----------------------------------
Lessor G. Richard Smith, President
<PAGE>
ADDENDUM TO LEASE
WITH PURCHASE OPTION
This Addendum dated July 18, 1997 (the "Addendum") to a Lease with Purchase
Option dated July 18, 1997 (the "Lease")by and between Leo D. Bores and Leara A.
Bores ("Lessor") and Arizona Glaucoma Institute, Inc. ("Lessee").
1. The rental sum to be paid by Lessor as described in Paragraph 1 of the
Lease shall be paid by Lessor to an escrow agent satisfactory to Lessor, who
shall be under instructions to pay the appropriate sums to the holder of the
first deed of trust, the insurance company and the county tax assessor.
2. At the closing of the purchase by Lessee as described in Paragraph 20 of
the Lease, Lessor shall deliver to Lessee a warranty deed for the premises
unencumbered and free from any deed of trust and liability, except for assessed
but unpaid taxes on the premises. Such taxes and prepaid annual insurance
premiums on the premises shall be pro-rated between the parties through the date
of closing.
3. Lessor agrees that he will not place any deed of trust or debt upon the
property which has a principal amount in excess of $350,000.
4. Lessee agrees that it shall rent the premises, as well as Lessee's
personal property and personnel located on the premises, to Lessor for not more
than one (1) day per five day work week with which Lessor may continue his
private practice of medicine; provided, however, that Lessee's glaucoma
treatment business does not need the premises for that one day per week. Lessee
shall charge Lessor for such one day per week, if used by Lessor, at Lessee's
cost for the premises, personal property and personnel, as determined by
generally accepted accounting principles prior to Lessee making all license,
management and other required payments to its parent and affiliated
corporations.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum,
effective as of the date first above written.
/S/ Leo D. Bores Arizona Glaucoma Institute, Inc.
- --------------------------- Lessee
Lessor
/s/ Leara A. Bores By: /s/ G. Richard Smith
- --------------------------- ------------------------------------
Lessor G. Richard Smith, President
EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into this 18th day of July, 1997 (the
"Agreement") by and between Arizona Glaucoma Institute, Inc., an Arizona
corporation (the "Company"), and Dr. Leo D. Bores, an Arizona resident (the
"Employee").
1. Employment. The Company hereby employs Employee and Employee hereby
accepts employment from the Company as the Chief Medical Director and the
initial Staff Physician of the Company's health care institution located at 8049
N. 85th Way, Scottsdale, Arizona (the "Clinic"), upon the terms and conditions
set forth herein. Employee may execute an agreement to be employed as the
Medical Director of all of the similar clinics owned and operated by Coronado
Industries, Inc., the parent of the Company ("Coronado").
2. Term. The term of this Agreement shall begin on August 1, 1997 and shall
continue through August 31, 1999 (the "Term"), subject to the provisions for
termination hereinafter provided. This Agreement shall be renewable upon the
mutual agreement of the parties hereto.
3. Compensation.
(a) During the first year of the term of this Agreement, the Company
shall pay Employee the monthly salary of $12,500 for the services rendered by
the Employee to the Company in the positions set forth in Section 1 above of
this Agreement. During the second year of the term of this Agreement, the
Company shall pay Employee the monthly salary of $16,667 for the services
rendered by the Employee to the Company in the positions set forth in Section 1
above of this Agreement. The monthly salary described herein shall be paid to
the Employee on such basis during the month as may be agreed upon by the Company
and the Employee.
(b) In addition to the sum described in Section 3(a) above of this
Agreement, Employee shall be paid a sum equal to five percent (5%) of the annual
net income of the Company, as determined by generally accepted accounting
principles with the Company paying all license, management and other fees
required to Coronado and its other subsidiaries (the "Bonus"). The Bonus shall
be payable on a quarterly basis, with any losses incurred by the Company in any
and all prior quarters accumulated with and off set against any subsequent
quarter's income.
<PAGE>
(c) In addition to the sums described in Section 3(a) and (b) above of
this Agreement, the Company shall pay for the medical malpractice insurance
required for Employee to serve in the positions described in Section 1 above of
this Agreement, as well as continued health insurance.
4. Duties. Employee shall perform all duties incident to his positions
indicated in Section 1 above of this Agreement as may be specified in the
written personnel policies of the Company and/or required of such positions by
the rules and regulations of the Arizona Department of Health Services.
5. Extent of Services. Employee shall devote one hundred percent (100%) of
his normal full employment time, attention and energies to the business of the
Company; except to the extent he is employed in the affairs of Coronado or, if
Employee's full time is not required in the business of the Company or Coronado,
Employee may spent no more than one (1) day per five day work week on the
business of his private medical practice. However, the Company shall charge
Employee a pro-rata portion of each month's medical malpractice premium to cover
Employee which such insurance during such private practice by Employee.
6. Working Facilities. The Company shall furnish Employee with such
facilities and support services at the Clinic as is required by the rules and
regulations of the Arizona Department of Health Services and as the Company's
Board of Directors shall determine to be required for the performance of his
duties. In the event the Company's Board of Directors expressly authorizes the
Company's use of facilities, equipment or supplies provided by Employee,
Employee shall be reimbursed by the Company for the cost of such item used.
7. Expenses. Employee is hereby authorized to incur reasonable expenses
directly relating to the active conduct of the Company's business, including
expenses for travel, entertainment and similar items. The Company shall
reimburse Employee for such expenses upon the presentation by Employee, from
time to time, of an itemized expense report of such items, in accordance with
the guidelines set forth by the Company and/or the Internal Revenue Service. All
expenses incurred by Employee are subject to review and prior approval of the
Company's Board of Directors.
8. Termination.
(a) Employee may terminate this Agreement for cause or without cause,
upon thirty (30) days' written notice to the Company; provided, however, that
after the effectiveness of such termination by Employee, the Company shall not
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be required to provide any compensation to Employee as described in Section 3
above of this Agreement.
(b) The Company may terminate this Agreement for cause or without
cause, upon thirty (30) days' written notice to Employee; provided, however,
that if such termination is without cause, the Company shall provide to Employee
the cash compensation described only in Section 3(a) above of this Agreement for
one full year after the effective date of such termination. If the Company's
termination is for cause, the Company shall not be required to provide any
element of the compensation described in Section 3 above of this Agreement.
"Cause" as used in this Section 8(b) of this Agreement shall mean: (i) death of
Employee; (ii) any disability to Employee which prevents Employee from providing
the extent of services described in Section 5 above of this Agreement for
forty-five (45) days out of any ninety (90) consecutive day period during the
term of this Agreement described in Section 2 above; or (iii) Employee's refusal
to perform the services or duties described in Sections 1 or 4 above,
respectively, of this Agreement.
9. Litigation and Arbitration. Any controversy or claim arising out of or
relating to this Agreement, except for a request for injunctive relief, shall be
settled by arbitration in the Phoenix metropolitan area in accordance with the
then governing rules of the American Arbitration Association. The party to whom
the arbitrator or arbitration panel makes an award shall be entitled to receive
as part of the award the reasonable cost of its attorney fees and litigation
expenses. Judgment upon the award rendered in the arbitration may be enforced in
court described in Paragraph 11 below of this Agreement.
10. Assignment. Rights and obligations of a party to this Agreement may not
be assigned or transferred without the other party's prior written consent
thereto.
11. Governing Law And Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Arizona, United States
of America. The parties hereby expressly agree that the proper venue for any
claim or cause of action by the parties shall be the Superior Court for
Maricopa, Arizona and each party upon execution of this Agreement consents to
the service of process from such court.
12. Modification. No modification or amendment of this Agreement shall be
valid unless it is in writing and signed by both parties hereto.
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<PAGE>
13. Complete Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings
between the Company and Employee.
14. Waiver. The waiver by either party of a breach of any term of this
Agreement shall not operate as, or be construed as, a waiver of any subsequent
breach.
15. Headings. The headings in this Agreement are inserted for convenience
only and shall not be considered in interpreting the provisions hereof.
[Signature Page Follows]
16. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date first above written.
ARIZONA GLAUCOMA INSTITUTE, INC.
By: /s/ G. Richard Smith
--------------------------------
G. Richard Smith, President
/s/ Leo D. Bores
--------------------------------
DR. LEO D. BORES
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