SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 5, 2000
PARADIGM MEDICAL INDUSTRIES, INC.
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(Exact name of registrant as specified in this Charter)
Delaware 0-28498 87-0459536
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1127 West 2320 South, Suite A, Salt Lake City, Utah 84119
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 977-8970
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Does Not Apply
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition of Vismed, Inc., d/b/a Dicon
On June 5, 2000, Paradigm Medical Industries, Inc., a Delaware
corporation (the "Company") completed the acquisition of Vismed, Inc., a
California corporation which does business under the trade name of Dicon
("Dicon") pursuant to the terms of the Agreement and Plan of Reorganization (the
"Agreement") which the Company entered into on May 16, 2000, with Dicon and
Paradigm Subsidiary, Inc., a newly formed Utah corporation and wholly owned
subsidiary of the Company ("Paradigm Subsidiary") for the purchase of all the
outstanding shares of common stock of Dicon. Dicon is a California domiciled
corporation which manufactures and sells innovative, proprietary medical
diagnostic instrumentation for chronic eye diseases.
As consideration for the purchase of all of the outstanding shares of
Dicon, the Company issued to the holders of Dicon common stock an aggregate of
921,500 shares of the Company's common stock. As of December 31, 1999, Dicon's
total assets were approximately $3,094,000. These assets included but were not
limited to the following: $1,147,000 in accounts receivable, $1,142,000 in
inventories (consisting of $646,000 in raw materials, $40,000 in work-in-process
and $779,000 in finished goods, less a $323,000 allowance for obsolete and scrap
inventory), $336,000 in intangible assets, and $131,115 in net property
(consisting of $226,000 in machinery and equipment, $258,000 in computer and
office equipment, $86,000 in furniture and fixtures, and $68,000 in leasehold
improvements, less $507,000 in accumulated depreciation and amortization).
The Company also granted demand registration rights to the holders of
Dicon common stock pursuant to a Registration Rights Agreement to register the
shares of the Company's common stock that they received in connection with the
transaction. The Registration Rights Agreement provides that for a period of
five years beginning five months from the date of the Agreement, any holder of
Dicon shares who shall receive restricted shares of the Company's common stock
in exchange for Dicon shares may make written request for registration of such
shares of restricted stock for resale under the Securities Act of 1933, as
amended. However, the Company need effect only one demand registration on behalf
of the holders of restricted stock. If the Company at any time proposes to
register any such holder's restricted stock for resale pursuant to a demand
registration, at such time it will give written notice to all other holders of
outstanding restricted stock of its intention to register such shares. Upon the
written request of any such holders, received by the Company within 10 days
following the date of the Company's registration notice to register such
holders' restricted stock, the Company will cause such restricted stock to be
included in the registration statement to be filed with the Securities and
Exchange Commission.
Following the closing of the transaction, Paradigm Subsidiary was
merged into Dicon, with the results that the Company now owns all of the
outstanding shares of common stock of Dicon. The Company intends to continue to
operate the business of Dicon in California.
ITEM 7. Financial Statements.
(a) It is impractical for the Company to provide audited financial
statements of Consolidare at the time this report is required to be filed. The
Company intends to file the required audited financial statements as soon as
practicable but not later than 60 days after this report must be filed.
(b) The Company intends to file the required pro forma financial
information as soon as practicable but not later than 60 days after this report
must be filed.
(c) Exhibits
10.1. Agreement and Plan of Reorganization among Paradigm
Medical Industries, Inc., Paradigm Subsidiary and
Vismed, Inc., d/b/a Dicon. Agreement and Plan of
Reorganization. Agreement and Plan of Reorganization
10.2 Escrow Agreement among the Company, Paradigm
Subsidiary, Dicon and Mackey Price & Williams.
10.3 Agreement and Plan of Merger among the Company,
Paradigm Subsidiary and Dicon.
10.4 Registration Rights Agreement among the Company,
Paradigm Subsidiary and the shareholders of Dicon.
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10.5 Indemnification Agreement among the Company, Paradigm
Subsidiary and certain shareholders of Dicon.
10.6 Employment Agreement with Mark R. Miehle.
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.
PARADIGM MEDICAL INDUSTRIES, INC.
(Registrant)
Date: June 15, 2000. By: /s/ Thomas F. Motter
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Thomas F. Motter
President, Chief Executive Officer,
Chief Financial Officer and Treasurer
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