SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 9, 1999
Commission file number: 0-16335
Colorado 84-0922701
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7450 East Jewell Ave, Suite A, Denver, Colorado 80231
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
(303) 368-0401
Item 2. Acquisition or Disposition of Assets.
On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. ("JOT") as described in the Company's proxy statement for its shareholders meeting which was sent to all shareholders of record on December 31, 1998. (See Item 5, below.) JOT is a wholly-owned Texas-based subsidiary of JOT Automation Group Oyj ("JOT Parent"), a Finnish corporation which has its common stock registered on the Helsinki Stock Exchange. The Company has entered into an Asset Purchase Agreement (the "Agreement"), dated November 4, 1998 (and amended December 15, 1998), with JOT. JOT is engaged in the business of production automation and robotics for use within the electronics industry. The Company sold to JOT all of its assets relating to its routing and depaneling business in exchange for $920,000 and the assumption of the operating liabilities related to the Company's business assets (the "Transaction").
JOT acquired all of the current assets of the Company, current operating liabilities, and the fixed assets used in the production of depaneling equipment. As of September 30, 1998, current assets totaled $509,984, current operating liabilities totaled $219,152, and fixed assets (net of accumulated depreciation) totaled $145,314. JOT is also acquiring the rights to the OZO name and trademark, copyrighted software, and the Company's customer lists. Virtually all of the Company's employees will become JOT employees, and the current production facility in Denver will continue to operate in much the same manner as it has before the Transaction.
The Company (which has changed its name to Bio-Medical Automation, Inc. as a result of the Transaction) will retain certain assets which include the net cash proceeds of the Transaction (approximately $600,000, calculated after deducting from the purchase price an amount paid to JOT to reimburse it for certain expenditures made by OZO for excluded assets, and after repaying certain liabilities of the Company (including the finder's fee discussed below) which JOT did not assume). The Company will also retain a new technology currently under development. None of the Company's current products will be retained. Because the new technology represents a significant departure from the current product line, it is unlikely any of the Company's current customers would continue as customers after the new technology is commercially available.
JOT licensed certain technologies back to the Company to allow the Company to continue to use copyrighted motion control and automation software in certain fields of use. These fields of use include, among other things, the manipulation of biological systems in order to accomplish a wide range of research, medical and commercial objectives. This is a fully paid, non-revocable, transferable, royalty-free license in perpetuity offered by JOT to the Company.
The Agreement provides for a 90-day transition period (the "Transition Period") during which the Company's former employees hired by JOT may provide certain transitional services to the Company for a specified hourly rate. During the transitional period, the Company will sublease office space from JOT for $200 per month. After the Transitional Period, the Company will be required to relocate its offices.
The Company had entered into an investment banking agreement in June 1998 with Catalyst Financial Corp. of Miami, Florida ("Catalyst"). The primary goal of this investment banking relationship was to obtain financial consulting services related to merger and acquisition activities and among other things, to assist the Company in developing a financial summary of the company and its business; identifying, developing, and providing introductions to suitable acquisition
candidates; assisting in the negotiations of terms and the structure of any transactions that came under review; and working closely with the Company and its other advisors to orchestrate a closing. It was the Company's intention to use Catalyst as its primary advisor in its efforts to facilitate its restructuring. The contract did not require that any monthly fee be paid to Catalyst. As a result of the contract, the Company will pay Catalyst approximately $40,000. As a result of the completion of the Transaction, the agreement has expired.
At the time the Company entered into the agreement with Catalyst, Scott Salpeter, a director of the Company, was an employee and officer of Catalyst. Steve Bronson who owned more than 10% of the Company's outstanding stock, was also affiliated with Catalyst. Subsequently Mr. Salpeter and Mr. Bronson separated, and Mr. Salpeter formed a new corporation known as Capitalink. Capitalink assumed the contract effective October 1, 1998. Mr. Salpeter abstained from the Board's vote with respect to the Capitalink agreement and the fee.
In connection with the closing of the Transaction, David J. Wolenski, President, Chief Executive Officer and a director of the Company, and David W. Orthman, Director of Research and Development, Secretary-Treasurer and a director of the Company entered into three-year employment agreements with JOT. As noted below, Mr. Orthman resigned his positions as an executive officer of the Company. Mr. Orthman will serve as Director of Research and Development of a designated subsidiary of JOT. In addition to his serving as President and director of the Company, Mr. Wolenski is serving as President of a designated subsidiary of JOT.
Item 5. Other Events.
SHAREHOLDERS' MEETING
On March 1, 1999, the shareholders of the Company approved amendments to the articles of incorporation of the Company which:
- approved the sale of substantially all of the Company's assets to JOT Automation, Inc., and (as a consequence of the sale) approved the change of the name of the Company. Holders of fewer than 200 shares of the Company's common stock exercised their statutory right to dissent from the Transaction.
- approved a proposal to adopt a new Article IX to the Company's Restated Articles of Incorporation, as amended, to provide for the limitation of certain liabilities of the Company's directors to the Company and its shareholders as permitted under Section 7-108-402(1) of the Colorado Business Corporation Act.
The meeting was adjourned until April 22, 1999, at which time the shareholders will consider a proposed amendment to Article VI of the Company's Restated Articles of Incorporation to reduce the vote required by shareholders to approve asset dispositions, mergers, consolidations or exchanges, and any other matter which would require an amendment to the Company's Restated Articles of Incorporation, as amended, from two-thirds to a majority.
CHANGES IN THE BOARD OF DIRECTORS AND OFFICERS
Because of changes in personal circumstances, Scott E. Salpeter and Brantley J. Halstead resigned from the Board of Directors of the Company effective March 5, 1999. Mr. Halstead has agreed to continue to assist the Company as its Chief Financial Officer until the Company finds a suitable replacement.
In accordance with his obligations to JOT as described in the proxy statement, David Orthman has resigned as an officer of the Company, but will continue as a member of the Board of Directors and will continue to work as a consultant to the Company to assist the Company in completing the research and development necessary to complete the prototype micro-robotic device as described in the proxy statement.
David J. Wolenski will continue to serve as president of the Company and as a member of the Company's Board of Directors.
FORWARD-LOOKING INFORMATION QUALIFICATION
The future conduct of the Company's business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in this report. Certain statements contained in this report using the terms "may", "expects to", and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks which are beyond the Company's ability to predict or control. These risks may cause actual results to differ materially from the projections or estimates contained in this report. These risks include, but are not limited to, the possibility that the described operations or other activities will not be completed on economic terms, if at all. The research and development of technology products is an enterprise attendant with high risk. There can be no assurance that the Company will succeed in successfully developing a product in the bio-medical or bio-technical fields, and it is important that each person reviewing this report understands the significant risks which accompany the establishment of the completion of the Transaction and the conduct of the Company's future operations.
Item 7. Financial Statements and Exhibits
(A) and (B) Financial Statements
Pro forma financial information (to be filed by amendment)
(C) Exhibits
3.1 Articles of Amendment to the Company's Articles of Incorporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIO-MEDICAL AUTOMATION, INC.
March 18, 1999 By: /s/ David J. Wolenski
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David J. Wolenski, President
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AMENDMENT TO
ARTICLES OF INCORPORATION
FOR
OZO DIVERSIFIED AUTOMATION, INC.
A COLORADO CORPORATION
RESOLVED, that pursuant to the provisions of the Colorado Business Corporation Act, and as approved by the holders of a majority of the outstanding voting stock at a meeting of the shareholders held on March 1, 1999, and a recommendation of the Board of Directors of OZO Diversified Automation, Inc. (the "Corporation"), the Restated Articles of Incorporation of the Corporation, as amended (the "Articles"), are further amended as set forth herein.
1. ARTICLE 1 of the Articles be and hereby is amended to read as follows:
The name of the Corporation is Bio-Medical Automation, Inc.
2. ARTICLE IX of the Articles be and hereby is amended to read as follows:
ARTICLE IX - LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise existing for (i) any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act as so amended. Any repeal or modification of this Article IX shall not adversely affect any right or protection of a director of the corporation under this Article IX as in effect immediately prior to such repeal or modification with respect to any liability that, but for this Article IX, would have accrued prior to such repeal or modification.
3. The number of shares that voted for this amendment was sufficient for approval.
4. This amendment to the Articles shall become effective at the close of business on filing with the Secretary of State of Colorado.
IN WITNESS WHEREOF, OZO Diversified Automation, Inc. has caused this amendment to the Corporation's Restated Articles of Incorporation to be signed this 17th day of March, 1999.
OZO DIVERSIFIED AUTOMATION, INC.
By /s/ David J. Wolenski ------------------------------ David J. Wolenski, President |