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) April 14, 2000
ADVA International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-16341 16-1284228
(Commission File Number) (IRS Employer Identification No.)
6 Woodcross Drive, Columbia, SC 29212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 407-3044
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
ADVA International Inc. ("ADVA" or the "Company") has signed a Letter of Intent
to acquire all of the shares of Global Information Group USA, Inc. ("GIG") in
exchange for 12,468,750 common shares of ADVA (following a recent 1 share for
10 shares reverse stock split), or approximately 95% of the total stock to be
outstanding after the transaction. At the time of the execution of a
definitive agreement, Biotel Inc., the Company's controlling shareholder, will
irrevocably commit to taking any and all actions, including voting shares
owned by it or executing written consents in lieu of a meeting, in furtherance
of the transactions contemplated by the Letter of Intent. In consideration,
GIG has agreed to pay to Biotel or its assigns at the Closing, a transaction
fee of $300,000.
The share exchange transaction contemplated by the Letter of Intent is subject
to, among other things, the granting of a motion on or before May 5, 2000 by
the United States Bankruptcy Court revising the language in the confirmed
Plan of Reorganization of Advanced Medical Products, Inc. (whose name was
changed to ADVA International Inc. following the sale of its assets and closing
of the bankruptcy case), completion of satisfactory due diligence, execution of
definitive documentation, and any regulatory approval that may be required.
ADVA will file a petition in the United States Bankruptcy Court for the District
of South Carolina seeking the issuance of an order confirming that the Company
will not be dissolved, and the shares of ADVA will not be extinguished unless
and until authorized by the Board of Directors in their discretion, thereby
providing for the continuation of ADVA as an ongoing corporation capable of
entering into the proposed transaction. A condition of the bankruptcy court
order may include a requirement that part or all of the $300,000 transaction
fee payable by GIG to Biotel be assigned for payment of the expenses associated
with the transaction, and payment of creditors of Advanced Medical Products,
Inc. GIG and Biotel have agreed to this assignment if required.
GIG develops and markets applications software for the LINUX Operating System.
The current GIG software is believed to be the only complete 3D solid modeling,
animation and rendering system currently available on the LINUX OS and is used
by Digital Media professionals in the production of film and video special
effects; animation; Computer Aided Design (CAD) and scientific visualization;
website and print graphics; game development; and virtual television. The
LINUX OS is "open-source" software distributed free on the Internet and
developed, debugged and improved by an international community of programmers
in cooperation with companies such as VA Linux, RedHat, SGI, IBM and many
other major concerns in the computer industry. The application software
market targeted by GIG is the high volume/low price segment of the computer
market where users are rapidly embracing LINUX as a robust, stable and lower
cost alternative to both UNIX and MS Windows.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: None required.
(b) Pro forma financial information: None required.
(c ) Exhibits: None required.
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.
ADVA International Inc.
Date: April 17, 2000 By:/s/GEORGE L. DOWN
George L. Down
President
EXHIBIT 1
PRESS RELEASE
Contact: Ronald Moyer
ADVA International Inc.
803 407 3044
FOR IMMEDIATE RELEASE
ADVA INTERNATIONAL INC. SIGNS LETTER OF INTENT FOR SHARE EXCHANGE WITH GLOBAL
INFORMATION GROUP USA, INC.
Columbia, SC. April 17, 2000 -ADVA International Inc. (OTC BB - ADII) today
announced signing a Letter of Intent to acquire all of the shares of Global
Information Group USA, Inc. (GIG) in exchange for 12,468,750 common shares of
ADVA International Inc. (following a recent 1 share for 10 shares reverse stock
split), or approximately 95% of the total stock to be outstanding after the
transaction.
GIG develops and markets applications software for the LINUX Operating System.
Its current software, believed to be the only complete 3D solid modeling,
animation and rendering system currently available on the LINUX OS, is used by
Digital Media professionals in the production of film and video special
effects; animation; Computer Aided Design (CAD) and scientific visualization;
website and print graphics; game development; and virtual television.
The LINUX OS is "open-source" software distributed free on the Internet and
developed, debugged and improved by an international community of programmers
in cooperation with companies such as VA Linux (LNUX), Red Hat (RHAT), Silicon
Graphics (SGI), IBM and many other major concerns in the computer industry.
The application software market targeted by GIG is the high volume/low price
segment of the computer market where users are rapidly embracing LINUX as a
robust, stable and lower cost alternative to both UNIX and MS Windows.
Ronald Moyer, a spokesman for ADVA International Inc., (previously Advanced
Medical Products, Inc., who sold its assets pursuant to 11 U.S.C. Section 363
of the bankruptcy code in mid 1999), said; "The share exchange transaction
contemplated by the Letter of Intent is subject to, among other things,
completion of satisfactory due diligence, execution of definitive
documentation, any regulatory approval that may be required, and the issuance
by the United States Bankruptcy Court for the District of South Carolina of an
order confirming that the Company will not be dissolved, and the shares of ADVA
International Inc. will not be extinguished unless and until authorized by the
Board of Directors in their discretion, thereby providing for the continuation
of ADVA International as an ongoing corporation capable of entering into the
proposed transaction. Global Information Group USA has agreed to pay a
transaction fee of $300,000 at Closing, provided the Bankruptcy Court agrees to
the issuance of the order by May 5, 2000. A condition of the court order may
include assignment of part or all of the $300,000 transaction fee for payment
of the expenses associated with the transaction, and payment of creditors of
Advanced Medical Products, Inc."
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LINUX is the trademark of Linus Torvalds. GIG is the trademark of Global
Information Group USA, Inc., VA Linux, Red Hat, SGI, IBM and all others are the
trademarks of their respective owners.
Statements contained in this press release that are not historical fact are
"forward-looking" statements and involve important risks and uncertainties.
Such risks and uncertainties could cause Global Information Group's and
therefore ADVA International Inc.'s consolidated results to differ materially
from current expectations as expressed or implied in this press release.