<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended March 31, 1996.
--- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to _____.
Commission file number 0-20652
ACCUMED INTERNATIONAL, INC.
- - --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 36-4054899
--------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
920 N. Franklin St., Suite 402, Chicago, IL 60610
--------------------------------------------------
(Address of principal executive offices)
(312) 642-9200
-----------------------
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares of Common Stock outstanding as of May 7, 1995: 18,725,728
----------
Transitional Small Business Disclosure Format (check one):
Yes ; No X
------ ------
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ACCUMED INTERNATIONAL, INC.
INDEX
Page
Number
PART I. Financial Information
1. Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 1996 (unaudited) and December 31, 1995 .......... 1
Consolidated Statements of Operations-
Three Months Ended March 31, 1996 and 1995 (unaudited) ..... 2
Consolidated Statements of Cash Flows -
Three months ended March 31, 1996 and 1995 (unaudited) ..... 3
Notes to Consolidated Financial Statements ................... 4
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 6
PART II. Other Information
6. Exhibits and Reports on Form 8-K ............................. 10
SIGNATURES .............................................................. 13
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
ACCUMED INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- ------------
ASSETS (Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,382,128 $ 180,508
Restricted cash $310,000 363,000
Accounts receivable 869,357 874,712
Prepaid expenses and deposits 113,453 124,836
Production inventory 1,348,678 1,143,120
------------ -----------
Total current assets 4,023,616 2,686,176
------------ -----------
Fixed Assets, Net 677,843 528,402
------------ -----------
Intangible assets 4,493,055 2,644,556
Other assets 121,577 115,069
------------ -----------
$ 9,316,091 $ 5,974,203
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,481,492 $ 2,005,861
Other current liabilities 687,218 870,313
Deferred revenue 0 1,454,450
Notes payable 956,960 726,514
Capital lease obligations due within one year 82,093 88,270
------------ -----------
Total current liabilities 4,207,763 5,145,408
------------ -----------
Long-term portion of capital lease obligation 67,766 89,810
Deferred rent 11,836 10,278
Shareholders' equity:
Common stock, no par value, 30,000,000 shares
authorized, 16,617,969 shares issued and outstanding
at March 31, 1996 and 15,571,184 at December 31, 1995. 30,439,347 23,490,207
Accumulated deficit (25,410,621) (22,761,500)
------------ -----------
Total shareholders' equity 5,028,726 728,707
------------ -----------
$ 9,316,091 $ 5,974,203
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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ACCUMED INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
__________________
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
----------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Sales $1,187,701 $171,845
Less cost of sales (595,210) (219,448)
---------- --------
592,491 (47,603)
---------- --------
Operating expenses:
General and administrative 914,057 274,827
Research and development 4,074,786 68,935
Sales and marketing 393,177 28,106
---------- --------
Total operating expenses 5,382,020 371,868
---------- --------
Operating loss (4,789,529) (419,471)
---------- --------
Other income (expense):
Interest income 5,837 177
Interest expense (326,831) (11,528)
Other income 2,462,252 ---
---------- --------
Total other income (expense) 2,141,258 (11,351)
---------- --------
Loss before income taxes (2,648,271) (430,822)
Income tax expense 850 200
---------- --------
Net loss ($2,649,121) ($431,022)
========== ========
Net loss per share ($0.17) ($0.09)
========== ========
Weighted average common shares outstanding 15,797,315 4,957,735
========== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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ACCUMED INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
______________________
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
--------------------------------------
1996 1995
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss ($2,649,121) ($431,022)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 133,344 64,964
Write-off of in-process research and development 3,499,727 0
Expenses paid with issuance of warrants 1,350,390 0
Changes in assets and liabilities:
Restricted cash 53,000 0
Accounts receivable 5,355 127,665
Prepaid expenses and deposits 11,383 15,906
Production inventory (205,558) 45,600
Other assets (6,508) (2,885)
Accounts payable 475,631 106,084
Other current liabilities (115,595) 16,513
Notes payable 314,446 0
Deferred revenue (1,454,450) 0
---------- --------
Net cash provided by (used) in operating activities 1,412,044 (57,175)
---------- --------
Cash used in investing activities:
Purchase of fixed assets (200,685) 0
---------- --------
Net cash provided by (used in) investment activities (200,685) 0
---------- --------
Cash flows from financing activities:
Proceeds from issuances of common stock 16,924 50,000
Common stock issuance costs 0 (7,500)
Payment of capital lease obligation (26,663) (19,290)
---------- --------
Net cash provided by (used in) financing activities (9,739) 23,210
---------- --------
Net increase (decrease) in cash and cash equivalents 1,201,620 (33,965)
Cash and cash equivalents at beginning of period 180,508 42,173
---------- --------
Cash and cash equivalents at end of period $1,382,128 $ 8,208
========== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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ACCUMED INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Preparation of Interim Financial Statements: The accompanying
consolidated financial statements have been prepared in accordance
with the instructions to Form 10-QSB and, therefore, do not include all
information and footnotes necessary for a presentation of financial
position, results of operations and cash flows in conformity with
generally accepted accounting principles. In the opinion of the Company,
such consolidated financial statements reflect all normal and recurring
adjustments necessary for a fair presentation of the results of operations
and financial position for the interim periods presented. Operating
results for the three month period ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1996.
The accounting policies followed by the Company are set forth in Note 2
to the Company's consolidated financial statements in the Company's
Transition Report on Form 10-KSB for the period ended December 31, 1995,
which is incorporated herein by reference.
2. Deferred Revenue: At December 31, 1995, the Company had deferred
revenue of $1,454,550 pending resolution of the Microscan lawsuit and the
Difco lawsuit. Upon settlement of these lawsuits in February 1996, the
Company received an additional $2,000,000 from Becton Dickinson & Co.,
$1,000,000 each in February and March 1996, per the terms of the worldwide
license agreement executed on October 10, 1995. Total income recognized
for the three month period ended March 31, 1996 per the terms of this
agreement was $3,454,450 and has been reflected as other income in the
consolidated statement of operations.
3. Merger Transaction: On December 29, 1995, the Company acquired all of the
common stock of AccuMed, Inc. and its wholly-owned subsidiary. Pursuant
to the terms of the merger agreement, 1,881,910 shares of common
stock and 118,090 warrants were issued to AccuMed, Inc. shareholders which
were contingent and subject to forfeiture if specified performance goals
were not achieved by the merged entity. The contingency associated with
940,955 shares of common stock and 59,045 warrants was resolved
(performance goal achieved) in March 1996 resulting in contingent
consideration of $5,430,326. Such amount has been allocated to
identifiable intangibles of acquired proprietary technology ($1,930,599)
and in-process research and development ($3,499,727). The acquired
proprietary technology will be amortized over the expected period to be
benefited, which is estimated to be ten years, with the in-process
research and development charged to operations during the three months
ended March 31, 1996.
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4. Warrants: In March 1996, the Company granted to an individual warrants
to purchase 100,000 shares of common stock at a price of $2.125 per share.
These warrants expire in January 2001. The fair market value of these
warrants of $230,000 has been recorded as issuance of common stock
warrants with an offsetting charge reflected as administration expense in
the consolidated statement of operations for the three month period ended
March 31, 1996.
5. Warrants: In March 1996, the Company granted to certain investors in a
related party warrants to purchase 675,000 shares of common stock at a
price of $3.42 to $3.87 per share. These warrants expire in March 1999.
The fair market value of these warrants of $852,390 has been recorded as
issuance of common stock warrants with an offsetting charge reflected as
other expense in the consolidated statement of operations for the three
month period ended March 31, 1996.
6. Stock Option Plan: For the three month period ended March 31, 1996, the
Company granted options to purchase 240,000 shares at prices of $1.75 to
$3.75 per share, options for 12,895 shares were exercised at prices of
$0.63 to $1.39 per share and options to purchase 2,032 shares were
canceled.
7. Note Payable: In January 1996, the Company received $250,000 cash in
exchange for a note payable bearing interest at 11% due in April 1996, and
warrants to purchase 160,000 shares of common stock at $1.25 per share.
The total proceeds received of $250,000 were allocated to the warrants
based on their estimated fair value of $352,000. The difference of
$102,000 has been reflected as other expense in the consolidated statement
of operations for the three month period ended March 31, 1996. The
original issue discount of $250,000 relating to the notes payable will be
amortized over the term of the note with $166,000 reflected as interest
expense in the consolidated statement of operations for the three month
period ended March 31, 1996.
8. Subsequent Events: The Company recently completed a private
placement, a $2,000,000 convertible debenture dated April 30, 1996, with
such proceeds to be received in May 1996. The instrument is a two-year
loan which is convertible into shares of the Company's common stock at a
price of $7.50 per share. The note bears interest at 10%, payable
quarterly. The debenture raises an aggregate of $1,855,000 for the
Company, net of expenses.
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<PAGE> 8
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Summary. AccuMed International, Inc. (Nasdaq Symbol: ACMI) ("AccuMed" or the
"Company") designs, manufactures and markets healthcare diagnostic and
screening products for the clinical laboratory, pharmaceutical and veterinary
segments of the healthcare industry. The Company's products service both the
microbiology and cytopathology segments of the worldwide laboratory diagnostics
market. AccuMed is headquartered in Chicago, with additional facilities in
Cleveland, Ohio and a wholly-owned subsidiary in the United Kingdom.
The Company's goal is to develop and/or acquire technologies and/or
products that result in offering lower cost, high quality products and services
that improve or potentially improve productivity in the diagnostic laboratory
market. Accumed's growth strategy is driven by the existing pressures in the
healthcare industry to reduce costs and utilize innovative technologies that
improve quality and productivity. Particularly, the Company's focus includes:
1) early detection testing products which reduce overall health costs; 2)
faster and more accurate tests which reduce costs and turnaround time; 3)
broad-based segmented product strategies that allow for market expansion and
incremental system integration by the customer; 4) cost effective modular
product design strategies; 5) automated evaluation products which reduce
administrative expenses; 6) international research and marketing to meet the
growing international market demands; and 7) the use of strategic
relationships, where possible, to potentially supply products at a lower cost.
AccuMed is targeting the cytopathology market with its proprietary
automated quality and productivity mapping products. The initial system
(AcCell(TM) 2000 series) consists of an interactive computer-controlled slide
handling and data management system for cervical PAP smear screening.
Management believes that the technology increases accuracy and reduces the time
and costs associated with processing the slide throughout the laboratory. The
next generation systems (AccuMap(TM) 2000 and 3000) are expected to reduce the
time required to screen a slide by pre-screening overnight, creating a
computer-generated map which eliminates portions of the slide of no medical
relevance to the technician (i.e. blank or unreadable areas). [forward
looking] The slide is then viewed by a technician on an AcCell(TM) 2000
instrument, utilizing the computer-generated map to view the remaining areas
of the slide by efficiently moving to each relevant area.
AccuMed's microbiology product line includes a series of Minimum
Inhibitory Concentration ("MIC") panels and a range of automated instruments
used to identify infectious organisms and determine susceptibility to
antimicrobial agents. The use of MIC testing by hospitals and laboratories
allows physicians to diagnose the proper treatment earlier, potentially
shortening patient hospital stays. Management anticipates that the need for
MIC identification (MIC/ID) products will grow as increasingly resistant
organisms are appearing in various parts of the world. [forward looking]
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Results of Operations:
On December 29, 1995, the merger was completed between AccuMed, Inc. and
Alamar Biosciences, Inc. ("Alamar"). The resulting company, AccuMed
International, Inc. was reincorporated in the state of Delaware. The merger
has been accounted for as a purchase and as a result the consolidated
statements of operations for the periods prior to the merger date will reflect
sales and expenses for Alamar only. Beginning in 1996, the statement of
operations will reflect the results of operations of the combined companies.
Revenues. Revenues in 1995 were for the Alamar product line only. Beginning
in 1996, revenues for the newly merged Company included sales of the combined
companies. Revenues for the quarter ended March 31, 1996 were $1,187,000
compared to $172,000 for the quarter ended March 31, 1995.
Expenses. Cost of sales increased from $219,000 in the quarter ended
March 31, 1995 to $595,000 in the quarter ended March 31, 1996. The increase
reflects the additional cost of sales of the Sensititre product line and
initial cytopathology instrument sales. Such expenses have been offset by
savings resulting from closing the Alamar facility in California and
incorporating this product line and the existing AccuMed production facility in
the United Kingdom, resulting in a positive gross margin for the combined
Company.
General and administrative expenses increased from $275,000 in the quarter
ending March 31, 1995 to $914,000 in the quarter ending March 31, 1996 due to
$230,000 of expenses related to the issuance of warrants, increased costs
relating to the combination of the staff and facilities of the two companies
and increased investor relations efforts.
Research and development expenses increased from $69,000 in the quarter
ending March 31, 1995 to $4,075,000 in the quarter ending March 31, 1996.
During the earlier period, Alamar was conducting only minimal research
activities. In the latter period, expenses included the write-off of
$3,500,000 of in-process research and development acquired in connection with
the merger and recognized as a result of the Company's achievement of certain
specific performance goals in March 1996. In addition, the 1996 period
included the research and development activities of the combined companies.
Sales and marketing expenses increased from $28,000 in the quarter ending
March 31, 1995 to $393,000 in the quarter ending March 31, 1996, as Alamar's
domestic sales and marketing efforts had been suspended during the former
quarter and the sales and marketing expenses for the latter quarter reflect the
activities of the combined companies.
Other Income (Expense). Other Income was $2,462,000 in the quarter
ending March 31, 1996 compared to approximately zero in the quarter ending
March 31, 1995. The 1996 income was principally due to $3,454,000 of income
related to license payments received from Becton Dickinson & Co., Inc.
("Becton") for the use of technology pursuant to a licensing agreement. A
portion of these payments had been deferred
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<PAGE> 10
revenues at December 31, 1995, pending the resolution of certain lawsuits which
were settled in February 1996. Offsetting the income was approximately
$954,000 of expenses related to the issuance of warrants.
Loss and Net Loss Per Share. The net loss increased from $431,000 for the
quarter ending March 31, 1995 to $2,649,000 for the quarter ending March 31,
1996. This increase was attributable to the write-off of in-process research
and development costs and the warrant issuance expenses, in addition to the
operating expenses of the combined companies, and was somewhat offset by the
licensing income. The loss per share for the quarter ending March 31, 1996 was
$0.17 compared to $.09 in the quarter ending March 31, 1995 as the increased net
loss was somewhat offset by the increase in the weighted average shares
outstanding.
Accounts Receivable. Accounts receivable decreased 1% to $869,000 in
the three months ended March 31, 1996 as a result of an aggressive collections
program in the microbiology division.
Inventories. Inventories have increased 18% to $1,349,000 in the three
months ended March 31, 1996 as a result of raw materials and work-in-process
inventories created to support sales of the AcCell(TM) 2000 instruments in the
cytopathology division.
Accounts Payable. The Company has experienced a 24% increase in
accounts payable to $2,481,000 in the three months ending March 31, 1996
relating primarily to the increase in inventories.
Liquidity and Capital Resources
The Company's current capital resources are the proceeds of a
$2,000,000 convertible debenture, licensing fees received from Becton and a
total of $300,000 drawn down under the Company's lines of credit.
The Company has been substantially dependent on the private placements
of its debt and equity securities. The Company's most recent private placement,
a $2,000,000 convertible debenture dated April 30, 1996, to be received May
1996, is a two-year loan which is convertible into shares of the Company's
common stock at a price of $7.50 per share. The note bears interest at 10%,
payable quarterly. The debenture raised an aggregate of $1,855,000 for the
Company, net of expenses. The Company is using and intends to continue to use
the proceeds of private placements for general working capital, including the
payment of outstanding payables. The Company may require additional financing
during the next twelve months. There can be no assurance that the Company will
be able to obtain additional financing. To the extent that any future financing
involves the sale of the Company's equity securities, the interests of the
Company's then existing shareholders could be substantially diluted.
The Company has indebtedness in the currently outstanding principal amount
of $555,000 evidenced by certain promissory notes held by First Bank and Trust
Company of Illinois ("First Bank") which are payable on the earlier of demand
by First Bank and April 30, 1996. The Company is disputing certain fees
charged by First Bank in connection with the notes, but management expects this
issue to be resolved in May 1996. The Company has pledged Certificates of
Deposit of the Company in the aggregate amount of $310,000 and other assets to
secure the Company's obligations. First Bank is entitled to foreclose on these
assets in order to satisfy the indebtedness. Although the Company is
technically in default at the date of this report, the Company intends to repay
such indebtedness with the proceeds of the $2,000,000 convertible debenture
in May 1996.
The Company and Becton entered into a definitive license agreement on
October 11, 1995 to grant to Becton a semi-exclusive, worldwide license of the
Company's alamarBlue(TM) technology for a specific field of use. Becton is
obligated to pay
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<PAGE> 11
$3,500,000 for immediate use of the technology and royalties on net sales of
products incorporating the licensed technology for five years, subject to
certain conditions and restrictions. Pursuant to the letter of intent
preceding the agreement and the agreement, Becton has paid to the Company
$100,000 in April 1995, $400,000 in June 1995, $1,000,000 in October 1995,
$1,000,000 in February 1996 and $1,000,000 in March 1996, of which $500,000 is
creditable against future royalties
Of the $2,481,000 of accounts payable as of March 31, 1996, approximately
$1,600,000 represents amounts payable for over 30 days, a substantial portion
of which was incurred by Alamar prior to the merger. Amounts owed to various
vendors and suppliers may be subject to late charges. In the event the
Company's plans change or its assumptions change or prove to be inaccurate or
projected cash flow proves insufficient to fund operations (due to
unanticipated expenses, inability to foster market demand, technical problems
or difficulties, or otherwise), the Company may find it necessary to reallocate
its cash resources to other purposes. There can be no assurance that the
Company will be able to find additional cash resources if such become
necessary.
The Company and Accuron Corporation, an Ohio corporation ("Accuron"), have
agreed to the purchase by the Company of all assets of Accuron in consideration
for the issuance of 100,000 shares of Common Stock, a value of approximately
$600,000. The assets to be acquired consist largely of U.S. and foreign
patents in the areas of image analysis and automated cytology. The Company
will not assume any liabilities of Accuron. Management anticipates that the
transaction will be consummated during the second quarter of 1996. [forward
looking] Such shares will have certain so-called "piggyback" registration
rights.
Forward Looking Statements
The statements that are not historical facts in this Report are "forward
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties that could cause actual results to
differ materially including, without limitation, business conditions and growth
in the health care diagnostic industry and general economy; competitive
factors, such a rival manufacturers and products, and price pressures;
inventory risks due to shifts in market demand; changes in product mix;
difficulties encountered in the shift from development to commercialization of
new products based on innovated technology and the risk factors listed from
time to time in the Company's reports filed with the Securities and Exchange
Commission. Such forward looking statements include the following specific
statements:
Page 6, paragraph 3 sentence 4, and paragraph 5, sentence 3; and
page 9, paragraph 3, sentence 4.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibit is filed herewith:
10.1 The Company's Two-Year 10% Convertible Debenture due April 30, 1998
in the original principal amount of $2,000,000.
(b) Reports on Form 8-K. The following Current Reports on Form 8-K were
filed by the Company with the Securities and Exchange Commission during the
quarter ended March 31, 1996:
1. On January 16, 1996, the Company filed a Current Report on
Form 8-K, dated December 29, 1995, reporting under Item 2. Acquisition
or Disposition of Assets, which incorporated by reference the following
financial statements:
(a) The following financial statements were incorporated
into the Report by reference to pages F-2 through and
including F-30 of the Company's Pre-Effective Amendment No. 3
to Registration Statement on Form S-4 (Reg. No. 33-99680)
filed with the Commission on December 11, 1995 (the "Form
S-4"). In accordance with Rule 12b-23 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), such
financial statements were filed as an exhibit to the Report.
AccuMed, Inc.:
Report of Independent Accountants
1. Balance Sheets at December 31,
1994 and September 30, 1995 (Unaudited)
2. Statements of Operations for the period from February 7,
1994 (inception) through December 31, 1994 and for the
nine months ended September 30, 1995 (Unaudited)
3. Statements of Cash Flows for the period from February 7,
1994 (inception) through December 31, 1994 and for the
nine months ended September 30, 1995 (Unaudited)
4. Statements of Changes in Shareholders' Equity (Deficit)
for the period from February 7, 1994 (inception) through
December 31, 1994 and for the nine months ended
September 30, 1995 (Unaudited)
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5. Notes to Financial Statements
Sensititre/Alamar, the Microbiology Division of AccuMed, Inc.:
1. Report of Independent Accountants
2. Balance Sheet at December 31, 1994
3. Statements of Net Sales, Cost of Sales, and Selling
Expenses for the eight months ended December 31, 1994,
and the years ended April 30, 1994 and 1993
4. Notes to Financial Statements
AccuMed International Limited (Formerly Sensititre Limited):
1. Report of Independent Accountants
2. Balance Sheets at December 31, 1994, April 30, 1994 and
April 30, 1993
3. Statement of Operations for the period ended December
31, 1994 and the years ended April 30, 1994 and 1993
4. Statement of Cash Flows for the period ended December
31, 1994 and the years ended April 30, 1994 and 1993
5. Notes to Financial Statements
(b) The pro forma financial information was incorporated into
the Report by reference to pages 65 through and including
68 of the Form S-4. In accordance with Rule 12b-23 under the
Exchange Act, such pro forma financial information was filed
as an exhibit to the Report.
1. Alamar Biosciences, Inc. and Subsidiaries Pro Forma
Condensed Combined Balance Sheet September 30, 1995.
2. Alamar Biosciences, Inc. and Subsidiaries Pro Forma
Condensed Combined Statement of Operations for the year
ended September 30, 1995.
2. On January 17, 1996, the Company filed a Current Report on
Form 8-K, dated December 31, 1995, reporting under Item. 8 Change in Fiscal
Year.
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<PAGE> 14
3. On January 19, 1996, the Company filed a Current Report on
Form 8-K. dated January 15, 1996, reporting under Item. 4 Change in Registrant's
Certifying Accountant.
4. On January 24, 1996, the Company filed a Current Report on
Form 8-K/A Amendment No. 1 dated January 15, 1996, reporting under Item. 4
Change in Registrant's Certifying Accountants.
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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 thereunto authorized.
ACCUMED INTERNATIONAL, INC.
/s/ Peter P. Gombrich Date: May 7, 1996
- - ----------------------------- -------------------
Peter P. Gombrich
Chief Executive Officer
/s/ Mark L. Santor Date: May 7, 1996
- - ----------------------------- -------------------
Mark L. Santor
Chief Financial Officer
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<PAGE> 1
EXHIBIT 10.1
Convertible Debenture No. D-1 US $2,000,000
ACCUMED INTERNATIONAL, INC.
Incorporated under the Laws of the State of DELAWARE
Two Year 10% Convertible Debenture
Due April 30, 1998
AccuMed International, Inc., a Delaware corporation, (the "Corporation"),
for value received, hereby promises to pay to Andros Bay Investments, or
registered assigns, (the "Holder"), the principal sum of Two Million Dollars
(US $2,000,000) on April 30, 1998, and to pay interest on such principal sum,
quarterly on July 31 and October 31 and January 31 and April 30 of each year,
at the rate of ten percent (10%) per annumm computed from April 30, 1996 (date
of issue). Interest shall be paid at the default rate of fifteen percent (15%)
per annum on any installment of principal or interest for which payment is
overdue by more than ten (10) days. Except as provided herein as an
alternative to conversion, this Convertible Debenture shall not be subject to
redemption prior to the maturity date of April 30, 1998.
Principal and interest shall be paid to the order of Holder by certified
or bank cashier's check, or by wire transfer of cash to Holder's designated
account, payable in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private
debts. The date of payment shall be determined as the earlier date of actual
receipt thereof by the Holder, or the date that payment is deposited in the
U.S. mail, postage prepaid, to the address of Holder that last appears on the
books of the Corporation, or the date of wire transfer per the Holder's written
instruction to the Corporation. No transfer of this Convertible Debenture
shall be valid against the Corporation unless made on the books of the
Corporation by form attached as Exhibit "A".
If the payment of any installment of principal or interest is overdue by
more than ten (10) days, or if the Corporation defaults any provision of this
Convertible Debenture, the entire amount of unpaid principal and accrued
interest shall become immediately due and payable and, at the option of Holder,
may be converted into the Common Shares of the Corporation at a conversion
price determined by a fifteen percent (15%) discount to the price of the last
executed trade of the Common Shares of the Corporation on the date that this
Convertible Debenture is issued.
In the event that the closing bid price for the Common Shares of the
Corporation on the NASDAQ exchange exceeds an average of $7.50 per share for
twenty (20) consecutive NASDAQ trading days ("Event"), the Corporation shall,
within seventyfive (75) days after Event, redeem this Convertible Debenture at
the entire amount of unpaid principal and accrued interest at the date of
ACMI, CONVERTIBLE DEBENTURE NO. D-1, PAGE 1
<PAGE> 2
redemption or, at the option of Holder, the Corporation shall, within five (5)
days after Event, convert the entire amount of unpaid principal and accrued
interest into the Common Shares of the Corporation at the conversion price of
$7.50 per share.
If the Corporation is subject to consolidation, merger or reorganization,
and to protect the Holder from any dilution of interest or impairment of value,
the Holder's right of conversion may be exercised for the Common Shares of the
Corporation, or for equivalent securities or other property of any successor
organization. On any conversion, the number of shares issued shall be
determined by the amount of unpaid principal and accrued interest at the date
of conversion, divided by the conversion price. At the option of the
Corporation, cash, in equivalent amount, may be paid to the Holder in lieu of
the issuance of a fractional share.
The Corporation shall use its diligent best efforts to effect all
registration, qualification or compliance of this Convertible Debenture, and
all securities acquired thereby, under the Securities Act of 1933, and all
applicable state or federal securities law. All expenses incurred in
connection with any such registration, qualification or compliance, shall be
borne by the Corporation.
IN WITNESS WHEREOF, the Corporation has signed and issued this Convertible
Debenture by its duly authorized officers this 30th day of April, 1996.
[Corporate Seal] ACCUMED INTERNATIONAL, INC.
By /s/ Peter P. Gombrich
--------------------------------
President
ACMI, CONVERTIBLE DEBENTURE NO. D-1, PAGE 2
<PAGE> 3
Exhibit "A"
to
Convertible Debenture No. D-1
AccuMed International, Inc.
TRANSFER OR ASSIGNMENT FORM
(to be completed by the Holder of Convertible Debenture No. D-1 to which this
Exhibit "A" is attached to transfer or assign the debenture)
For value received, the undersigned hereby sells, assigns and
transfers to:
Name:
--------------------------------
Address:
- - ---------------------------------------------
- - ---------------------------------------------
- - ---------------------------------------------
Convertible Debenture No. D-1 and does hereby irrevocably constitute and
appoint attorney to transfer this debenture on the books
of the Corporation.
Date: Signature:
- - --------------------------------------------------------------------------------
(Please sign exactly as your name appears
- - --------------------------------------------------------------------------------
on the debenture. If signing in a
- - --------------------------------------------------------------------------------
representative capacity, please provide
- - --------------------------------------------------------------------------------
evidence of authority for your
- - --------------------------------------------------------------------------------
signature.)
Printed Name:
- - --------------------------------------------------------------------------------
Address:
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Signature guaranteed by:
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
ACMI, CONVERTIBLE DEBENTURE NO. D-1, PAGE 3
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,382
<SECURITIES> 310
<RECEIVABLES> 869
<ALLOWANCES> 0
<INVENTORY> 1,349
<CURRENT-ASSETS> 4,023
<PP&E> 678
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,316
<CURRENT-LIABILITIES> 4,207
<BONDS> 957
<COMMON> 30,439
0
0
<OTHER-SE> (25,410)
<TOTAL-LIABILITY-AND-EQUITY> 9,316
<SALES> 1,188
<TOTAL-REVENUES> 1,188
<CGS> 595
<TOTAL-COSTS> 595
<OTHER-EXPENSES> 2,892
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 327
<INCOME-PRETAX> (2,648)
<INCOME-TAX> (1)
<INCOME-CONTINUING> (2,649)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,649)
<EPS-PRIMARY> (0.17)
<EPS-DILUTED> 0
</TABLE>
