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):
March 13, 1997
OCEAN OPTIQUE DISTRIBUTORS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 0-19670 65-0052592
------- ------- ----------
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
14250 S.W. 119TH AVENUE, MIAMI, FLORIDA 33186
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 255-3272
<PAGE>
ITEM 5. OTHER EVENTS
Ocean Optique Distributors, Inc. (the "Company") today announced that it
has reached an agreement with one of its principal suppliers and shareholders
whereby the supplier and shareholder, D'Arrigo Moda Italia SRL ("D'Arrigo")
agreed to convert $300,000 in payables into 300,000 shares of the Company's
Common Stock. In addition, subsequent to December 31, 1996, conversions of
$75,000 in aggregate principal amount of the Company's convertible debentures
into 45,454 shares of Common Stock were completed.
The Company also announced that it was able to reverse $200,000 of its
reserve for slow-moving inventory, because in January 1997 the Company sold at
a profit all of the product for which that portion of the reserve was
established. The Company's remaining reserve for slow-moving inventory
currently totals approximately $1.6 million, which management at this time
believes is adequate to protect the Company in the event of possible future
write-downs of slow-moving inventory.
Set forth below is a pro forma balance sheet at December 31, 1996, showing
the impact of the above-described conversion of the Company's convertible
debentures and the payable to D'Arrigo, as well as the reversal of a portion of
the reserve for slow-moving inventory.
OCEAN OPTIQUE DISTRIBUTORS, INC.
PRO FORMA BALANCE SHEET
PRO FORMA
ACTUAL ADJUSTMENTS AS ADJUSTED
12/31/96 12/31/96 12/31/96
-------- -------- -----------
(In thousands)
CURRENT ASSETS:
CASH.............................. $ 247 $ $ 247
ACCOUNTS RECEIVABLE............... 1,922 1,922
INVENTORY......................... 4,737 200 4,937
OTHER CURRENT ASSETS.............. 1,413 1,413
-------- --------
TOTAL CURRENT ASSETS............ 8,319 200 8,519
-------- --------
FIXED ASSETS......................... 199 199
OTHER ASSETS......................... 145 145
-------- --------
TOTAL ASSETS.................... $ 8,663 200 $ 8,863
======== ========
-2-
<PAGE>
PRO FORMA
ACTUAL ADJUSTMENTS AS ADJUSTED
12/31/96 12/31/96 12/31/96
-------- ----------- ----------
(In thousands)
CURRENT LIABILITIES:
BANK LINE OF CREDIT............... $ 2,669 $ 2,669
ACCOUNTS PAYABLE ................. 3,231 (300) 2,931
ACCRUED EXPENSES.................. 474 474
NOTES PAYABLE .................... 471 471
OTHER CURRENT LIABILITIES......... 6 6
-------- --------
TOTAL CURRENT LIABILITIES....... 8,851 (300) 6,551
-------- --------
8% CONVERTIBLE DEBENTURES............ 782 (75) 707
NOTES PAYABLE--LONG TERM............. 214 214
OTHER LIABILITIES.................... 93 93
-------- --------
TOTAL LIABILITIES............... 7,940 (375) 7,565
======== ========
STOCKHOLDERS' EQUITY:
SERIES A PREFERRED................ 1,449 1,449
SERIES B PREFERRED................ 1,150 1,150
COMMON STOCK...................... 7,468 375 7,843
RETAINED EARNINGS (DEFICIT)....... (9,344) 200 (9,144)
-------- --------
TOTAL STOCKHOLDERS' EQUITY...... 723 575 1,298
======== ========
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY......... $ 8,663 200 $ 8,863
======== ========
Finally, the Company announced it has received a proposal for and is in the
process of finalizing a $4.0 million bank line of credit, $2.75 million of which
will be used to repay the Company's current line of credit (which matures on
March 31, 1997) and the balance of which will be used for additional working
capital. The interest rate on this new line of credit will be .25 lower than
the rate on the Company's current line, thereby lowering the Company's cost of
funds. Finalization of the terms of this line of credit is subject to completion
of a due diligence audit by the bank, which is currently underway. The Company
anticipates completing the refinancing of its line of credit within
approximately 45 to 60 days.
-3-
<PAGE>
Forward-looking statements (i.e., statements that are not historical facts)
in this Form 8-K are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. All such forward-looking statements
involve risks and uncertainties, including those risks and uncertainties
detailed in the Company's other filings with the Securities and Exchange
Commission.
-4-
<PAGE>
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.
OCEAN OPTIQUE DISTRIBUTORS, INC.
By:/S/ KENNETH GORDON
---------------------
Kenneth Gordon,
Chief Financial Officer
Dated: March 13, 1997
-5-
