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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 19, 1997
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OCUREST LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-21551 65-0259441
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
185 E. Indiantown Road Jupiter, Florida 33477
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 746-1394
4400 PGA Boulevard, Suite 300 Palm Beach Gardens, FL 33410
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(Former name or former address, if changed since last report.)
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ITEM 1. Acquisition or Disposition of Assets
The Registrant's eye care products had been manufactured under a supply
agreement with Bausch & Lomb Pharmaceutical, Inc ("Bausch & Lomb") which
agreement was terminated by Bausch & Lomb. The Company had owned the molds used
to produce parts for the Registrant's Delivery System and the manufacturing
equipment which Bausch & Lomb operated to fill and package the eye care
products. Such molds and equipment collateralized a loan made to the Registrant
by JMR Funding, Inc., the Registrant's former factor ("JMRF"). The Registrant
defaulted on the loan and the molds and equipment were purchased by JMRF on
November 20, 1997 at a foreclosure sale for $27,500.
Item 5. Other Events
On November 19, 1997, the Registrant entered into a Letter of Intent
with Alfred R. Caggia ("Caggia"), Paul Filipek, ("Filipek"), Ocumed TD, Inc.
("OTD"), Ocumed, Inc. ("Ocumed") and certain others. Ocumed is engaged in the
manufacturing, distribution and sales of over-the-counter and prescription
ophthalmic products. It is contemplated by the Letter of Intent that
concurrently with the closing of a proposed Asset Purchase Agreement between the
Registrant and OTD, certain assets will be transferred to OTD subject to a first
mortgage and/or security interest which shall not be more than $1,500,000 (the
"Asset Purchase Agreement"). Such assets include certain machinery, equipment,
interests in certain manufacturing plants and facilities, customer lists,
contracts, intellectual property rights and goodwill (collectively, the
"Assets").
It is contemplated that the Asset Purchase Agreement will provide, in
part, that OTD will receive one unit, each of which shall consist of one share
of the Registrant's common stock and 2.75 shares of the Registrant's preferred
stock (each, an "Asset Unit") for each $2.25 of net value of the Assets conveyed
to the Registrant by OTD pursuant to the Stock Purchase Agreement. Each
preferred share shall be convertible into one common share and shall have a
liquidation preference of $.705 per share. All other terms of the preferred
shares shall be as agreed to by OTD and the Registrant. Notwithstanding the
foregoing, it is contemplated that (a) the purchase price to be paid by the
Registrant shall not exceed 2,000,000 Asset Units, and (b) if on or before the
closing of the Asset Purchase Agreement, the Registrant's common stock is not
publicly traded, instead of shares of common stock, OTD would be entitled to a
like number of Units, as that term is defined on the Cover Page of the
Registrant's Prospectus dated November 12,
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1996 as filed with the Securities and Exchange Commission.
It is expected that the Asset Purchase Agreement will require the
election of Caggia and Filipek to the Registrant's Board of Directors as well as
afford OTD the right to designate a majority of the members of the Registrant's
Board of Directors, inclusive of Caggia and Filipek, and that Caggia and Filipek
will become officers of the Registrant.
The Letter of Intent further provides that in the event that OTD or
certain of its affiliates should acquire from JMRF the molds and equipment
referred to in the response to Item 1 hereto and that the closing of the Asset
Purchase Agreement does not occur on or before January 18, 1998, the Registrant
may purchase the molds and equipment at the lesser of the purchase price paid by
OTD or its affiliate or $450,000. The purchase price will be paid in units which
will be identical to the Asset Units, at the rate of $2.25 per unit. None of the
provisions of the Letter of Intent is binding upon any of the parties thereto
other than the provisions described in this paragraph.
The Registrant and OTD are presently negotiating the terms of an
agreement pursuant to which OTD would perform certain administrative services
for the Registrant and advance $115,000 to the Registrant to pay certain
expenses. The can be no assurance that such agreement or the proposed Asset
Purchase Agreement will be consummated.
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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.
OCUREST LABORATORIES, INC.
(Registrant)
Date: December 2, 1997 By /s/ Larry M. Reid
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Larry M. Reid, President
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