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) November 21, 1997
CLAIRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-33 87-0467224
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7373 NORTH SCOTTSDALE ROAD
SUITE B-169
SCOTTSDALE, ARIZONA 85253
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
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Item 2. Acquisition or Disposition of Assets
On November 21, 1997, Claire Technologies, Inc. ("Claire") entered into two
separate merger agreements whereby Orion Preventive Medicine, Inc. ("Orion") and
Allied Health Partners, Inc. ("Allied") were merged into Olympic Rehabilitation
Services, Inc. ("Olympic"). Olympic, a wholly owned subsidiary of Claire, was
the surviving corporation. The sole consideration for the subject mergers was
the issuance of a total of 12,500,000 shares of common stock of Claire to the
former shareholders of Orion and Allied in exchange for the surrender of all of
the issued and outstanding stock of those corporations. The statutory merger
agreements were structured so as to qualify as a tax free reorganization under
the Internal Revenue Code for the shareholders of Orion and Allied.
Prior to the mergers, both Orion and Allied were engaged in the provision of
contract physical, occupational and activity therapy services to various
hospitals and other medical providers and, in addition, Allied provided
management services to several free standing rehabilitation facilities. All of
those therapy and management services will continue to be offered by Olympic, as
the surviving corporation, and Olympic intends to actively pursue additional
rehabilitation service contracts in the states of Mississippi, Arkansas,
Louisiana and Tennessee. Richard Kellar, the former president of Allied, will
serve as the President and Chief Operating Officer of Olympic. He will be
assisted by Linda Holliman, also formerly associated with Allied, who will serve
as an operations and marketing consultant.
Item 7. Financial Statements and Exhibits.
Information is provided as detailed in Item 601 of Regulation S-B and is
incorporated by reference from previously filed Form 10-QSB, September 30, 1997
Exhibit Number Description
A. Acquisition Agreements, effective November
21, 1997 will be filed under cover of Form
8-K/A within the required time period.
B. Agreements and Plans of Merger will be filed
under cover of Form 8-K/A within the
required time period.
C. Audited financial statements of the acquired
entities will be filed under cover of Form
8-K/A within the required time period.
D. Unaudited proforma balance sheet and
statement of operations as of November 21,
1997 are included in this filing.
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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.
(Registrant) CLAIRE TECHNOLOGIES, INC.
/s/ Jan Wallace
Jan Wallace
President
Date December 5, 1997
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Exhibit D
CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
November 21,1997
<TABLE>
<CAPTION>
Acquired Acquisition Consolidated
Claire Subsidiary Entry Pro Forma
-------------- ------------- -------------- -------------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Cash in bank $ 244 $ 76,410 $ $ 76,654
Accounts Receivable (Net of allowance for
doubtful accounts of $402,038) 0 1,118,526 1,118,526
Loan receivable 70,000 0 70,000
Prepaid Expenses 0 7,103 7,103
-------------- ------------- -------------- -------------
TOTAL CURRENT ASSETS 70,244 1,202,039 1,272,283
PROPERTY, PLANT AND
EQUIPMENT (NET) 21,182 478,099 499,281
OTHER ASSETS
Organizational Cost 0 228 228
Deposits 0 3,460 3,460
-------------- ------------- -------------- -------------
0 3,688 3,688
-------------- ------------- -------------- -------------
$ 91,426 $ 1,683,826 $ $ 1,775,252
============== ============= ============== =============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 14,579 $ 18,096 $ $ 32,675
Accrued expenses - related parties 6,600 37,256 43,856
Accrued expenses- other 0 231,199 231,199
-------------- ------------- -------------- -------------
TOTAL CURRENT LIABILITIES 21,179 286,551 307,730
LONG TERM LIABILITIES
Notes Payable 0 121,171 121,171
-------------- ------------- -------------- -------------
TOTAL LIABILITIES 21,179 407,722 428,901
STOCKHOLDERS' EQUITY Common Stock $.001 par value:
Authorized - 50,000,000 shares
Issued and outstanding
3,319,168 shares * 3,319 0 12,500 15,819
Additional paid-in capital 3,193,370 0 (12,500)** 3,180,870
Earnings (Deficit) accumulated during the
development stage (3,126,442) 1,276,104 (1,850,338)
-------------- ------------- -------------- -------------
TOTAL STOCKHOLDERS' EQUITY 70,247 1,276,104 1,346,351
-------------- ------------- -------------- -------------
$ 91,426 $ 1,683,826 $ $ 1,775,252
============== ============= ============== =============
</TABLE>
* Reflects 4-for-1 reverse split which was approved June 30, 1997.
** 12,500,000 shares of stock were issued to acquire the subsidiary
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CLAIRE TECHNOLOGIES, INC. & SUBSIDIARY
(A Development Stage Company)
Pro Forma Consolidated
STATEMENT OF OPERATIONS
to November 21, 1997
(Unaudited)
<TABLE>
<CAPTION>
Acquired Consolidated
Claire Subsidiary Pro Forma
------------- -------------- -------------
<S> <C> <C> <C>
Service Revenue $ 0 $ 3,189,895 $ 3,189,895
Rental Revenue 0 372,674 372,674
------------- -------------- -------------
GROSS PROFIT 0 3,562,569 3,562,569
General and Administrative expenses 110,392 2,076,577 2,186,969
Depreciation and amortization 3,946 87,424 91,370
Interest expense 27,516 25,432 52,948
Bad debts 17,500 402,038 419,538
------------- -------------- -------------
159,354 2,591,471 2,750,825
------------- -------------- -------------
NET INCOME (LOSS) BEFORE INCOME TAXES (159,354) 971,098 811,744
INCOME TAXES 0 0 0
------------- -------------- -------------
NET INCOME (LOSS) $ (159,354) $ 971,098 $ 811,744
============= ============== =============
Net income (loss) per weighted average share $ (.07) N/A $ .05
Weighted average number of common shares used to
compute net income (loss) per weighted average share 2,429,419 0 14,929,419
============= ============== =============
</TABLE>
The subsidiary is not showing income tax expense as the entities that merged
into the subsidiary were previously Limited Liability Companies with a
shareholder responsible for the income taxes.
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