ACCUMED INTERNATIONAL INC
10-Q, 1999-08-06
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- ---  Act of 1934


                  For the quarterly period ended June 30, 1999.

                                       OR

___  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from _____ to _____.

                         Commission file number: 0-20652

                           ACCUMED INTERNATIONAL, INC.
             (Exact name of registrant 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
                                 --------------
               (Registrant's telephone number including area code)

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 registrant had 5,491,901 shares of common stock outstanding as of
August 6, 1999.


<PAGE>   2


                   ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY

                                      INDEX
                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets -

             June 30, 1999 and December 31, 1998.  .  .  .  .  .  .  .  .  .  1

          Condensed Consolidated Statements of Operations -

             Six Months and Three Months Ended June 30, 1999 and 1998.  .  .  2

          Condensed Consolidated Statements of Cash Flow -

             Six Months Ended June 30, 1999 and 1998.  .   .  .  .  .  .  . . 3

          Notes to Condensed Consolidated Financial Statements.  .  .  .  . . 4

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.  .  .  .  .  .  . .  .   .   6

PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Securityholders.  .  .  .   .  . 11

Item 6.   Exhibits and Reports on Form 8-K.  .  .  .  .  .  .  . .  .  .  .  .11

SIGNATURES.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12



<PAGE>   3
                         PART I - FINANCIAL INFORMATION
                   ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS


                                               Unaudited           Audited
                                             -------------     -----------------
                 ASSETS                      June 30, 1999     December 31, 1998
                                             -------------     -----------------

CURRENT ASSETS
 Cash and cash equivalents                    $ 2,996,412      $       213,386
 Accounts receivable, net                          15,154               33,348
 Prepaid expenses                                  82,814               64,048
 Inventory                                      1,783,924            1,738,611
                                              -----------      ---------------
  Total current assets                          4,878,304            2,049,393
                                              -----------      ---------------
FIXED ASSETS, NET                               1,005,397            1,488,809
                                              -----------      ---------------
Deferred financing costs                              -                177,625
Purchased technology                            4,516,868            5,085,018
Patents and other, net                            990,339              884,564
Net assets of discontinued operations                 -              3,762,397
                                              -----------      ---------------
                                              $11,390,908      $    13,447,806
                                              ===========      ===============
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                             $ 1,220,300      $     1,808,249
 Accrued interest                                     -                189,069
 Income taxes - current                            70,000                  -
 Other current liabilities                        421,889              290,292
 Long term debt, current portion                  342,550            1,155,400
                                              -----------      ---------------
  Total current liabilities                     2,054,739            3,443,010
                                              -----------      ---------------
Long term debt                                    195,654            5,781,850
                                              -----------      ---------------
STOCKHOLDERS' EQUITY
 Preferred stock, series A convertible          4,249,735            4,329,466
 Common stock, $0.01 par value                     54,919               54,801
 Additional paid-in capital                    59,619,262           59,539,649
 Other comprehensive income                      (138,743)             (53,995)
 Accumulated deficit                          (54,427,921)         (59,430,238)
 Treasury stock                                  (216,737)            (216,737)
                                              -----------      ---------------
  TOTAL STOCKHOLDERS' EQUITY                    9,140,515            4,222,946
                                              -----------      ---------------
                                              $11,390,908      $    13,447,806
                                              ===========      ===============

See accompanying notes to condensed consolidated financial statements.

                                     - 1 -
<PAGE>   4
              ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)

<TABLE>
<CAPTION>
                                                           Six Months Ended June 30,        Three Months Ended June 30,
                                                           --------------------------       ---------------------------
                                                              1999            1998             1999           1998
                                                           ----------    ------------       -----------    ------------
<S>                                                        <C>           <C>                <C>            <C>
 Sales                                                     $   11,435    $     69,561       $       -      $    12,932
 Cost of sales                                                 (3,413)       (340,852)              -         (148,527)
                                                           ----------    ------------       -----------    ------------
    Gross profit (loss)                                         8,022        (271,291)              -         (135,595)
                                                           ----------    ------------       -----------    ------------
 Operating expenses:
    General and administrative                              1,615,585       2,643,928           593,928      1,240,534
    Research and development                                  969,144       1,465,039           514,105        675,354
    Sales and marketing                                       145,148         731,785            73,920        333,991
                                                           ----------    ------------       -----------    ------------
 Total operating expenses                                   2,729,877       4,840,752         1,181,953      2,249,879
                                                           ----------    ------------       -----------    ------------
 Operating loss                                            (2,721,855)     (5,112,043)       (1,181,953)    (2,385,474)
                                                           ----------    ------------       -----------    ------------
 Other income (expense):
    Interest expense                                         (477,694)       (810,530)           (7,668)      (312,382)
    Other income (expense)                                      2,667         234,990            69,429        147,510
                                                           ----------    ------------       -----------    ------------
 Total other expense                                         (475,027)       (575,540)           61,761       (164,872)
                                                           ----------    ------------       -----------    ------------
 Loss before income taxes from
 continuing operations                                     (3,196,882)     (5,687,583)       (1,120,192)    (2,550,346)

 Income tax expense                                               -               -                 -              -
                                                           ----------    ------------       -----------    ------------
    Loss from continuing operations                        (3,196,882)     (5,687,583)       (1,120,192)    (2,550,346)

 Discontinued operations:
    Income (loss) from operations                            (158,250)      2,699,786               -        1,189,039
    Gain on disposal (net of income taxes of $140,000)      8,357,449                               -              -

 Extraordinary item - debt extinguishment loss                    -        (1,168,080)              -              -
                                                           ----------    ------------       -----------    ------------
                    Net income (loss)                      $5,002,317    $ (4,155,877)      $(1,120,192)   $(1,361,307)
                                                           ==========    ============       ===========    ============
 Basic loss per share from continuing operations           $    (0.58)   $      (1.22)      $     (0.20)   $     (0.47)

 Income per share from discontinued operations                   1.49            0.58               -             0.22

 Loss per share from extraordinary item                           -             (0.25)              -              -
                                                           ----------    ------------       -----------    ------------
 Basic net income (loss) per share                         $     0.91    $      (0.89)      $     (0.20)   $     (0.25)
                                                           ==========    ============       ===========    ============
 Weighted average common shares outstanding                 5,489,878       4,678,434         5,491,901      5,416,970
                                                           ==========    ============       ===========    ============
</TABLE>

       See accompanying notes to condensed consolidated financial statements.

                                     - 2 -
<PAGE>   5
         ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30,

<TABLE>
<CAPTION>
                                                                         Unaudited
                                                                  --------------------------
                                                                     1999           1998
                                                                  ----------     -----------
<S>                                                              <C>             <C>
 Operating activities:
   Net income (loss)                                              $5,002,317     $(4,155,877)
   Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     (Income) from discontinued operations                        (8,199,199)     (2,699,786)
     Non-cash expenses of asset disposal                             492,500            -
     Depreciation and amortization                                   452,244         413,500
     Debt extinguishment loss                                            -         1,168,080
     Minority interest                                                   -          (191,560)
     Changes in assets and liabilities:
       Decrease (Increase) in accounts receivable                     18,194         263,746
       Decrease (Increase) in prepaid expenses                       (18,766)        (96,394)
       Decrease (Increase) in inventory                               22,687        (791,511)
       Decrease (Increase) in other assets                               -          (129,848)
       Increase (Decrease) in accounts payable                      (587,949)       (706,468)
       Increase (Decrease) in other current liabilities               12,528         514,598
                                                                  ----------     -----------
 Cash used in operating activities from continuing operations     (2,805,444)     (6,411,520)
                                                                  ----------     -----------
 Investing activities:
   Purchase of fixed assets                                              -           (82,452)
   Purchase of Oncometrics stock                                         -          (342,500)
   Proceeds from sale  of microbiology division                    9,127,449             -
                                                                  ----------     -----------
 Cash provided (used) in investment activities                     9,127,449        (424,952)
                                                                  ----------     -----------
 Financing activities:
   Proceeds from issuances of common stock, net                          -         4,854,046
   Payment of notes payable                                       (3,225,000)       (543,725)
   Proceeds from issuance of notes payable                               -         1,362,550
                                                                  ----------     -----------
 Cash (used) provided by financing activities                     (3,225,000)      5,672,871
                                                                  ----------     -----------

 Cash transfer (to) from discontinued operations                    (313,979)      1,920,019
                                                                  ----------     -----------

 Net increase in cash and cash equivalents                         2,783,026         756,418

 Cash and cash equivalents at beginning of period                    213,386         469,639
                                                                  ----------     -----------

 Cash and cash equivalents at end of period                       $2,996,412     $ 1,226,057
                                                                  ==========     ===========
</TABLE>

       See accompanying notes to condensed consolidated financial statements.

                                  - 3 -
<PAGE>   6

                   ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Preparation of Interim Financial Statements

     In the opinion of the management of AccuMed International, Inc. and
Subsidiary, the accompanying unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present fairly
the financial position as of June 30, 1999, and the results of operations for
the three months and six months ended June 30, 1999 and 1998 and cash flows for
the six months ended June 30, 1999 and 1998. Interim results are not necessarily
indicative of results for a full year.

     The condensed consolidated financial statements and notes are presented as
permitted by Form 10-Q, and do not contain certain information included in the
company's audited consolidated financial statements and notes for the fiscal
year ended December 31, 1998.

2.    Basis of Presentation

     The condensed consolidated financial statements include the accounts of the
company and its wholly-owned and subsidiary. All significant intercompany
balances, transactions and stockholdings have been eliminated.

     On December 22, 1998, (the measurement date), the company received
shareholder approval to sell its microbiology division under a sales agreement
negotiated by management under the approval of the board of directors. On
January 29, 1999, AccuMed closed the sale of the microbiology division for an
initial sales price of $15,150,000 in cash, subject to final adjustment of
working capital items as defined in the sales agreement. Accordingly, the
microbiology division is accounted for as a discontinued operation in the
accompanying condensed consolidated balance sheets, statements of operations and
statements of cash flow.

     Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.

3.    Other Comprehensive Income

<TABLE>
<CAPTION>
                                                       6 Months Ended June 30,                 3 Months ended June 30,
                                                       -----------------------                 -----------------------
                                                        1999                1998               1999              1998
                                                    -----------         -----------        -----------      -------------
<S>                                                 <C>                 <C>                <C>              <C>
Net income (loss)                                   $ 5,002,317         $(4,155,877)       $(1,120,192)     $  (1,361,307)
Other comprehensive income (loss):
  Foreign currency
            Translation adjustments                     (84,748)             (1,812)           (31,046)            (1,812)
                                                    -----------         -----------        -----------      -------------
Comprehensive income (loss)                         $ 4,917,569         $(4,157,689)       $(1,151,238)     $  (1,363,119)
                                                    -----------         -----------        -----------      -------------
</TABLE>


                                      -4-
<PAGE>   7
4.  Inventories

<TABLE>
<CAPTION>

          Inventories are summarized as follows:                              June 30,            December 31,
                                                                               1999                   1998
                                                                               ----                   ----
          <S>                                                             <C>                    <C>
          Raw material and packaging                                      $    911,175           $    907,038
          Finished good and work in process                                    872,749                831,573
                                                                           -----------           ------------
          Total inventories                                                $ 1,783,924            $ 1,738,611
                                                                           ===========            ===========
</TABLE>

5.   Debt Retirement

      On February 2, 1999, the company repaid in full its 12% unsecured
convertible notes payable for $3,225,000 plus accrued interest.

6.   Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>
                                                                                  6 Months ended June 30,
                                                                                   1999                1998
                                                                                   ----                ----
   <S>                                                                           <C>                <C>
   OPERATING ACTIVITIES
       Interest paid                                                             $ 295,170          $ 421,618
   NON-CASH INVESTING AND FINANCING ACTIVITIES
       Deposit reclassified to fixed assets                                       $ - - -           $ 125,000
</TABLE>

     In connection with the disposal of the microbiology division on January 29,
1999, the company repaid in full a note payable under its revolving credit
agreement for $1,250,000 and its 14.5% secured note payable for $3,900,000,
including prepayment penalties.

     The company paid expenses connected with the disposal of the microbiology
business of $700,000 from the gross proceeds of the sale of the microbiology
business in January 1999.

     The company extinguished debt with a carrying value of $4,818,800 through
the issuance of preferred stock and warrants with a fair value of $5,986,880
including transaction fees, resulting in an extraordinary loss of $1,168,000 in
February 1998.

     The company satisfied its obligation under a $1,000,000 note payable
through the issuance of 222,222 shares of common stock in March 1998.


                                      -5-
<PAGE>   8


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

GENERAL

      During 1998, AccuMed received shareholder approval to dispose of its
microbiology business. Accordingly, the results of the microbiology business are
reported as a discontinued operation in the accompanying financial statements.
On January 29, 1999, the company closed the sale of the microbiology business
for an initial sales price of $15,150,000 in cash, subject to final adjustment
of working capital items as defined in the sales agreement.

      The following management discussion and analysis of financial condition
and results of operations relate only to the cytopathology business, AccuMed's
only business line, which currently should be regarded as being in the research
and development stage. AccuMed expects to incur additional operating losses over
at least the next 12 months due to continued spending for product development,
prototype construction and testing, regulatory activities, and expansion of the
sales and marketing organization.

OVERVIEW

      AccuMed is engaged in the development of cost effective screening
instruments and systems for clinical diagnostic laboratories, hospitals and
others. The company is developing cytology computer-aided image cytometry
instruments and systems that support early detection and diagnosis programs for
screening high-risk individuals for cellular diseases, such as lung cancer.

      The company's integrated systems use reliable, accurate and innovative
products and methods to provide laboratories with comprehensive solutions that
are intended to improve efficiency and reduce costs while achieving significant
improvements in disease detection.

      On March 9, 1999, the company announced it had signed a letter of intent
with Bell National Corporation ("Bell") to license its AcCell(TM) product line
including patents, engineering study results, and proprietary trade information.
The license arrangement, expected to close in the third quarter ending September
30, 1999, will give Bell the rights to use and sell AcCell(TM) products. In
addition, Bell agreed to purchase all related inventory for production of such
products, and will assume responsibility for the company's existing
installations, contracts and open quotations. This agreement is expected to
provide about $3,000,000 cash to the company on its closing, as well as a
royalty-based revenue stream on future product sales. The company intends to use
the funds generated to accelerate the commercialization of its Savant medical
technologies, the company's next generation of products.

RESULT OF OPERATIONS

      The company currently markets its AcCell(TM) cytopathology products
directly and on a limited basis in order to collect, analyze and document
performance data of the products in several primary clinical cytology laboratory
market segments. The AcCell/Savant(TM) DNA image


                                      -6-
<PAGE>   9


cytometer, the company's next generation product, is currently in development
and prototyping. Marketing efforts for the AcCell-Savant/research systems are
anticipated to begin in the latter half of 1999.

      Sales revenue and related costs for the three months ended June 30, 1999
and 1998 represent consumables and computer support equipment. Cost of sales for
the quarter ended June 30, 1998 also includes non-capitalizable costs associated
with upgrading products. The company suspended its manufacturing operations in
October 1998 to eliminate related indirect overhead costs and anticipates future
product sales will be made on a build-to-order or contract manufacturing basis.

      General and administrative expenses decreased 52%, declining from
$1,241,000 in the second quarter of 1998 to $593,000 in the comparable 1999
quarter. This decrease reflects reduced corporate level activity, including
reductions in staff, due to the disposal of the company's microbiology business
and less administrative costs due to the consolidation of cytopathology
operations. The current quarter also includes $170,000 of expenses associated
with the closing of the company's Canadian office. Management intends to
continue the research and development operations of that office in its Chicago
headquarters.

      Research and development expenses decreased 24% from $675,000 in the
second quarter of 1998 to $514,000 in the second quarter of 1999 due primarily
to reduced staffing levels. The current quarter expenses represent the ongoing
efforts to develop the Savant medical technologies next generation products. The
June 1998 quarter expenses represent costs associated with the AcCell(TM) 2000
and TracCell(TM) slide mapping system, which were completed in August 1998.

      The decrease in sales and marketing expenses of 78% from $334,000 in the
second quarter of 1998 to $74,000 in the second quarter of 1999 reflects the
reduction in marketing staff announced in October 1998. The company continues to
market its AcCell(TM) cytopathology products directly on a limited basis while
it collects and documents performance data of the products in several primary
clinical cytology laboratory market segments. With the signing of the Bell
licensing agreement, the company anticipates Bell will assume the future
marketing effort for the company's AcCell cytopathology products, allowing
AccuMed to focus on marketing its AcCell-Savant/research system and
AcCell-Savant DNA image cytometer.

      Interest expense of $312,000 in the second quarter of 1998 reflected
amounts accrued on the $4.5 million equipment loan and the 12% convertible notes
issued in March 1997. The interest expense for the six months ended June 30,
1999 of $478,000 reflects one month of interest on the company's equipment loan
and convertible notes and $370,000 in non-cash write-off of deferred financing
costs and related debt discount. The non-cash write-offs were made because the
company used a portion of the cash proceeds from the sale of the microbiology
division on January 29, 1999 to retire all of this debt in the first quarter of
1999.

      Discontinued operations in the second quarter of 1998 and six months ended
June 30, 1998 reflects the operating results of the company's microbiology
division. For the six months ended June 30, 1999, the gain on disposal of this
division as of January 29, 1999 is based on the initial



                                      -7-
<PAGE>   10


closing price of $15,150,000. The initial closing price is subject to adjustment
for working capital items as called for in the sales agreement. The company
retained about $5,700,000 in cash after paydown of all related debt and expenses
of the sale. The company intends to use these funds for development of the
AcCell/Savant(TM) DNA image cytometer.

      For the six month period ended June 30, 1998, the company incurred a
$1,168,000 extraordinary loss related to the conversion of par value $5,275,000
of convertible notes and $329,030 in accrued interest thereon into 1,245,340
shares of series A convertible preferred stock. Of the total expense, $193,000
represented cash fees and expenses. As a result of this exchange, the company's
net tangible assets increased by about $4,700,000 and its interest expense was
reduced by about $633,000 through January 1999, when the remaining notes were
paid off using a portion of the proceeds from the sale of the microbiology
division.

 LIQUIDITY AND CAPITAL RESOURCES

      The company's primary cash requirements are for research and development
expenses, including salaries, material and consulting support, to develop and
market new cytopathology products. The company anticipates its operations will
continue to consume working capital for the remainder of the year as the company
continues its research and product development efforts. The company believes
that current cash balances and internally generated funds will be sufficient to
finance the company's projected operations through at least the next 12 months.

      The company had a cash balance of $2,996,000 at June 30, 1999 as
compared to $213,000 in cash at December 31, 1998. The June 30, 1999 balance
represents the cash remaining from the sale of the company's microbiology
business, after the retirement of its 14.5% secured note payable, the 12%
unsecured convertible notes payable, and the revolving line of credit.

      At June 30, 1999, the company's non-current assets included purchased
technology, with a book value of $4,517,000, which was being amortized over a
period of ten years. This was originally recorded in connection with the merger
of AccuMed Inc. in 1995 and purchase of Oncometrics Imaging Corp. in 1996 and
1998. The value of this asset is expected to be realized through its application
in the company's AcCell/Savant Research Systems, which are currently being
marketed, and the AcCell/Savant DNA Image Cytometer, which is expected to be
completed in the year 2000.

      The company's equity at June 30, 1999 was $9,140,000, of which $8,200,000
was recorded in the first quarter through the gain on the sale of the company's
microbiology business. The Company's equity at December 31, 1998 was $4,222,000.

Operating Activities

      Cash used in operating activities reflects the company's ongoing efforts
to develop its next generation product, which the company believes will have
applications for early lung cancer testing. The company expects this product to
be completed in the first quarter of 2000. In addition, about $1,000,000 cash
was used in the first six months of 1999 to reduce vendor



                                      -8-
<PAGE>   11



financing carried over from the third and fourth quarter of 1998. The company is
actively marketing its unneeded space under operating leases which, if
successfully subleased, would save $180,000 per year in rental expenses.

Investing Activities

      The cash received from the sale of the microbiology will be used to
develop the company's next generation cytopathology products as well as for
general and corporate expenses. The cash received of $9,100,000 is after
immediate payment of expenses associated with the sale and retirement of the
company's equipment loan and revolving line of credit.

      The company has no material commitments for property or equipment
investments at this time.

Financing Activities

      The company paid off its $3,225,000 in 12% convertible notes on February
2, 1999 to reduce its future interest expense by $420,000 through March 2000.

      The company's remaining debt consists principally of a floating rate
convertible note due December 29, 1999 in the amount of $500,000 Canadian
dollars. The note bears interest at a rate of 2% over the Canadian prime rate
(8.25% at June 30, 1999) and is convertible, in whole or in part into common
stock at a price of $1.79 per share

      The company currently has no commitments with respect to sources of
additional financing. The failure of the company to obtain adequate additional
financing may require the company to delay, curtail or scale back some or all of
its studies and regulatory activities and, potentially, to cease its operations.
Any additional equity financing may involve substantial dilution to the
company's then-existing stockholders.

      The company's future liquidity and capital requirements will depend upon
numerous factors, including the costs and timing s of the company's product
development efforts, the costs and timing of acceptance of the company's
products, competing technological and market developments, the progress of
commercialization efforts of the company and its distributors, the costs
involved in preparing, filing, prosecuting, maintaining, enforcing and defending
patent claims and other intellectual property rights, developments related to
regulatory and third-party reimbursement matters, and other factors. If
additional financing is needed, the company may seek to raise additional funds
through public or private financings, collaborative relationships or other
arrangements.

YEAR 2000 COMPLIANCE

      The Year 2000 (Y2K) issue is the result of computer programs being written
using two digits rather than four to define the applicable year. This could
result in a system failure or


                                      -9-
<PAGE>   12


miscalculations causing disruptions of operations, including, but not limited
to, a temporary inability to process transactions, including invoices or other
similar normal business activities.

State of Readiness

      The company's Year 2000 compliance plan provides for the conversion of
non-compliant information technology systems in the third quarter of 1999. The
conversion project involves three phases: selection and installation of hardware
and software, loading the financial database into the new system, and testing.

      The company has reviewed its non-information technology systems and has
determined that any required repair or replacement of imbedded technology should
not have a significant impact on the company's operations. The company has
received representation form its vendors of non-financial network servers and
software that these products are Y2K compliant. All of the company's products,
including software sold in products to customers, have been developed with
consideration for the millenium change, and have undergone specific year 2000
date testing to verify and validate compliance.

      The company has made inquiry of its bank and has received representation
that the devices and software used by this party is Y2K compliant.

Costs to Address the Company's Year 2000 Issues

      The company has used internal personnel versed in the Y2K issue to
evaluate its remediation cost. The cost of evaluation and remediation of the
company's non-compliant systems, related to financial hardware and software, are
believed to be immaterial.

Risks of the Company's Year 2000 Issues

      The company expects to be Y2K compliant by the third quarter of 1999. The
most reasonably likely worst case scenario due to the failure to be Y2K
compliant would be the company's inability to process financial transactions,
including invoices or other normal business dealings. The company cannot
quantify how significant the potential effect on liquidity or financial
condition could be.

      Surveys to ascertain the Y2K readiness of suppliers or customers have not
been done. A reasonable description of the most reasonably likely worst case Y2K
scenario due to the failure of customers or suppliers to be Y2K compliant would
be a disruption in the production and shipment of products, resulting in a
decrease in sales and operating cash flow. Thecompany cannot quantify how
significant the potential sales or operating cash flow decrease could be.

The Company's Contingency Plans

      With the disposal of the microbiology business and the nature of the
company's continuing research and development operations, the company does not
have significant interdependence on


                                      -10-
<PAGE>   13
computer systems with third party customers or suppliers. Management has elected
to develop contingency plans on an as hoc basis as the need for such plans
arise.

                                    PART II.
                                OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

      A combined Annual and Special Meeting of Stockholders was held on May 18,
1999. At such meeting the following maters were approved. The persons named
below were elected to serve one-year terms as directors:

<TABLE>
<CAPTION>
                                                              Voting Results (No. of Shares)
                                                              ------------------------------
                  Director                               For               Against            Withheld
                  --------                               ---               -------            --------
             <S>                                        <C>                <C>                <C>
             Mark Banister                              3,329,666           - 0 -              9,709
             Harold Blue                                3,331,699           - 0 -              7,676
             Donald Gaines                              3,335,613           - 0 -              3,762
             Jack Halperin                              3,332,490           - 0 -              6,885
             Paul Lavallee                              3,338,676           - 0 -                699
             Robert Priddy                              3,331,715           - 0 -              7,660
             Leonard Schiller                           3,337,563           - 0 -              1,812
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits. The following exhibits are filed herewith:

           27.1     Financial Data Schedule


                                      -11-
<PAGE>   14


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                   ACCUMED INTERNATIONAL, INC.
                                      /s/ Gary A. Newberry
                                      --------------------
                                   Gary A. Newberry
                                   Chief Financial Officer
                                   (Principal Accounting Officer)
Date:  August 6, 1999



                                      -12-
<PAGE>   15


                                Index to Exhibits

        Exhibit No.            Description of Exhibit
        -----------            ----------------------

            27.1               Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                           2,996
<SECURITIES>                                         0
<RECEIVABLES>                                       15
<ALLOWANCES>                                         0
<INVENTORY>                                      1,784
<CURRENT-ASSETS>                                 4,878
<PP&E>                                           1,005
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,391
<CURRENT-LIABILITIES>                            2,055
<BONDS>                                            196
                                0
                                      4,250
<COMMON>                                            55
<OTHER-SE>                                       4,836
<TOTAL-LIABILITY-AND-EQUITY>                    11,391
<SALES>                                             11
<TOTAL-REVENUES>                                    11
<CGS>                                                3
<TOTAL-COSTS>                                    2,730
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 478
<INCOME-PRETAX>                                (3,197)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (3,197)
<DISCONTINUED>                                   8,199
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,002
<EPS-BASIC>                                       0.91
<EPS-DILUTED>                                        0


</TABLE>


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