-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DTQwp3TeFocwet7aXZ194swX/4AUDoZSNi+OIH1pJQGrDdzSEfGIgF6xRVyDccZJ Cz01Re+8NCzsFHABoIIAJw== 0000930661-97-001036.txt : 19970425 0000930661-97-001036.hdr.sgml : 19970425 ACCESSION NUMBER: 0000930661-97-001036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970320 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970424 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEURO NAVIGATIONAL CORP CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25136 FILM NUMBER: 97586453 BUSINESS ADDRESS: STREET 1: 3180 PULLMAN STREET CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145579111 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): MARCH 20, 1997 KINETIC VENTURES LTD. (Exact name of Registrant as specified in its Charter) - -------------------------------------------------------------------------------- DELAWARE 0-25136 33-0464753 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer Identification Number) 1095 WEST PENDER STREET -SUITE 850- VANCOUVER, BRITISH COLUMBIA, CANADA V6E 2M6 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (604) 689-1428 NEURO NAVIGATIONAL CORPORATION 3180 PULLMAN - COSTA MESA, CALIFORNIA 92626 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS: On March 20, 1997, Neuro Navigational Corporation, now known as Kinetic Ventures Ltd., a Delaware corporation (the "Company"), completed the sale of substantially all of its assets to Ballard Medical Products, a Utah corporation ("Ballard"). On February 28, 1997, Ballard, through a wholly owned subsidiary, delivered notice to the Company of its exercise of its option to purchase all the Company's assets pursuant to the Stock Purchase and Option Agreement entered into on July 17, 1995 as amended (the "Option Agreement"). The Option Agreement was approved by the Company's stockholders at a special meeting which took place on November 13, 1995. The purchase price for the assets was $4,245,422, plus an adjustment for prepaid rent of $2,233. Deducted from the purchase price were the $500,000 consideration paid for the option under the Option Agreement, $198,631 of liabilities assumed, $3,671,471 principal and interest owing by the Company to Ballard and liquid assets of $11,695, or a net purchase price deficiency of $134,142. The Company's 200,000 shares of Series A Preferred Stock were redeemed and retired. The Company paid the deficiency of $134,142 in the payment of the purchase price by issuing to Ballard at the closing its 10% promissory note due on demand. Concurrently, pursuant to authorization granted by the stockholders at the special meeting held on November 13, 1995, the Company changed its name to Kinetic Ventures Ltd. Also, effective March 20, 1997, the following executive officers and Directors resigned: NAME POSITION William J. Worthen President, Chief Executive Officer and Director Richard D. Randall Director Harold R. "Butch" Wolcott Director Kenneth Sorenson Director Following the completion of the transaction, the Company's executive officers and Directors are the following: NAME POSITION Brian Bayley President and Director A. Murray Sinclair, Jr. Director Jennine M. Ballard Director As a consequence of the sale of all its assets, the Company no longer has any material assets, liabilities or business operations. The Company's Board of Directors does not intend to liquidate the Company and intends to seek to raise additional capital to finance further business ventures. The terms on which such capital will be raised have not been established and there can be no assurance that the Company's management will be successful in raising additional capital or in locating or acquiring any further business ventures or that any such ventures as are acquired will be successful. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. The following unaudited pro forma financial data is derived from the historical financial statements of the Company as of and for the year ended December 31, 1996 and are adjusted to reflect the sale of all the Company's assets at the closing (the "Closing") under the Option Agreement. The unaudited pro forma condensed balance sheet of the Company as of December 31, 1996 has been prepared assuming the Closing was consummated on December 31, 1996 and the unaudited pro forma statement of operations of the Company for the year ended December 31, 1996 has been prepared assuming the Closing occurred on January 1, 1996. The unaudited pro forma financial data are not indicative of the financial position or results of operations of the Company which would have actually occurred if the Closing had occurred at the dates presented or which may be obtained in the future.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF DECEMBER 31, 1996 - -------------------------------------------------------------------------------- CLOSING HISTORIAL ADJUSTMENT PRO FORMA - ------------------------------------------------------------------------------- Cash $ 105 ($95) $10 Other Assets 2,271 (2,271) 0 Total Assets ------------------------------------- $2,378 ($2,366) $10 ===================================== Liabilities $450 ($450) $0 Notes Payable to Ballard 3,260 $3,125 134 Preferred Stock 1,868 (1,868) 0 Stockholders' Deficit (3,202) 3,078 (124) ------------------------------------- Total Liabilities & Stockholders' Deficit $2,376 ($2,366) $10 =====================================
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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 - -------------------------------------------------------------------------------- CLOSING HISTORICAL ADJUSTMENT PRO FORMA - -------------------------------------------------------------------------------- Sales $2,103 ($2,103) $0 ------------------------------------ Gross Profit 686 (686) 0 ------------------------------------ Operating Expenses 3,598 (3,548) 50 ------------------------------------ Other (Expense) (143) 130 (13) ------------------------------------ Net Loss ($3,059) $2,992 ($67) ==================================== Net (Loss) Per Common Share ($0.31) ($0.01) ==================================== Weighted Average Number of Common Shares Outstanding 9,934 9,934 ====================================
-4- NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS PRO FORMA CONDENSED BALANCE SHEET The adjustment represents the allocation of a total selling price of $4,247,000 and the redemption of the preferred stock for 19.5% of the cash remaining after the transactions. The consideration received includes the $500,000 option payment made in 1995, the assumption of the Company's liabilities and $3.7 million of the Ballard note outstanding at March 20, 1997. PRO FORMA CONDENSED STATEMENT OF OPERATIONS The closing adjustment reflects the effect of the exercise of the Option as if it had occurred January 1, 1996. Therefore, the Company would have no operations for the year ended December 31, 1996 other than minimal administrative expenses, state franchise taxes, and interest expense on the note payable due Ballard. -5- (c) Exhibits. (i) Certificate of Amendment filed March 20, 1997. (ii) Certificate of Correction filed April 7, 1997. -6- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused thus report to be signed on its behalf by the undersigned hereunto duly authorized. Kinetic Ventures Ltd. Dated: April 23, 1997 By: /s/ Brian Bayley ---------------------------- Brian Bayley, President -7- EX-99.(I) 2 EXHIBIT I EXHIBIT (I) CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF NEURO NAVIGATIONAL CORPORATION The undersigned hereby certifies that: 1. He is the duly elected and acting President of Neuro Navigational Corporation, a Delaware corporation. 2. The Certificate of Incorporation of this Corporation was originally filed with the Secretary of State of Delaware on December 15, 1993. 3. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Certificate of Incorporation amends Article First of this Corporation's Certificate of Incorporation to read in its entirety as follows: "The name of the corporation (hereinafter sometimes called the "Corporation") is Kenetic Ventures Ltd." 4. The foregoing Certificate of Amendment has been duly adopted by this Corporation's Board of Directors and stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Neuro Navigational Corporation has caused this Certificate of Amendment to be executed by its authorized officer the 20th day of March. /s/ William J. Worthen ------------------------------------ William J. Worthen, President EX-99.(II) 3 EXHIBIT II EXHIBIT (II) CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF AMENDMENT OF KENETIC VENTURES LTD. Kenetic Ventures Ltd., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the corporation is Kenetic Ventures Ltd. 2. A Certificate of Amendment was filed by the Secretary of State of Delaware on March 20, 1997, and said Certificate requires correction as permitted by subsection (f) of Section 103 of The General Corporation Law of the State of Delaware. 3. The inaccuracy or defect of said Certificate of Amendment to be corrected is as follows: the name "Kenetic" contained in the quoted section of Article First in paragraph 3 of the Certificate of Amendment was misspelled and should have been spelled "Kinetic." 4. Article First of the Certificate of Amendment is Corrected to read as follows: "The name of the corporation (hereinafter sometimes called the `Corporation') is Kinetic Ventures Ltd." IN WITNESS WHEREOF, Kenetic Ventures Ltd. has caused this Certificate of Correction to be executed by its authorized officer the 4th day of April, 1997. Kenetic Ventures Ltd. By: /s/ Brian Bayley ----------------------------- Brian Bayley, President -----END PRIVACY-ENHANCED MESSAGE-----