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): November 30, 2001
MAXXIM MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
Texas No. 0-18208 No. 76-0291634
State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
10300 49th Street North, Clearwater, FL 33762
(Address of Principal Executive Offices, including ZIP code)
(727) 561-2100
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On November 29, 2001, the Board of Directors of Maxxim Medical, Inc.
(the "Company") approved the sale of $50 million of Units, each of which is
comprised of one share of Series A Participating Preferred Stock with a
liquidation preference of $1,000 and 162 Warrants to purchase one share of
Common Stock of the Company per Warrant, at an exercise price of $0.01. The
price for each Unit is $1,000.
Pursuant to the Stock Purchase Agreement, by and among the Company,
Maxxim Medical Group, Inc. (a wholly owned subsidiary of the Company), Fox Paine
Capital Fund, L.P., FPC Investors, L.P., and Fox Paine Medic New Equity Corp.,
dated November 30, 2001 (the "Stock Purchase Agreement"), Fox Paine Capital
Fund, L.P. and FPC Investors, L.P. collectively purchased 23,500 Units for
$23,500,000. The remaining Units are being offered to the Company's existing
shareholders and warrant holders on the same terms as the Stock Purchase
Agreement, based on such holder's pro rata ownership of Common Stock, on an
as-converted basis. Unpurchased Units may be offered to Fox Paine Capital Fund,
L.P. or other investors. Pursuant to the Stock Purchase Agreement, Fox Paine
Medic New Equity Corp. has agreed to purchase any unpurchased Units.
In connection with the offering of the Units, the Credit Agreement
dated as of November 12, 1999, as amended, among Maxxim Medical, Inc., Maxxim
Medical Group, Inc., and the lenders thereto, has been amended pursuant to
Amendment No. 2 and Waiver dated as of November 14, 2001, which became effective
on December 6, 2001.
Copies of the Restated Articles of Incorporation, the Stock Purchase
Agreement, the Warrant Agreement, and the Amendment No. 2 and Waiver to the
Credit Agreement are attached hereto as Exhibits 3.1, 10.1, 10.2, and 10.3,
respectively, and are incorporated herein by reference. This summary is
qualified by reference to such exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3.1 Restated Articles of Incorporation (filed herewith).
Exhibit 4.1 Specimen Certificate for Warrant of Maxxim Medical,
Inc. (included in Exhibit A to Exhibit 10.2 hereto).
Exhibit 10.1 Stock Purchase Agreement, by and among Maxxim Medical,
Inc., Maxxim Medical Group, Inc., Fox Paine Capital
Fund, L.P., FPC Investors, L.P., and Fox Paine Medic
New Equity Corp., dated November 30, 2001
(filed herewith).
Exhibit 10.2 Warrant Agreement, between Maxxim Medical, Inc. and
the signatories thereto, dated November 30, 2001
(filed herewith).
Exhibit 10.3 Amendment No. 2 and Waiver, in respect of and to the
Credit Agreement dated November 12, 1999, as amended,
among Maxxim Medical, Inc., Maxxim Medical Group,
Inc., and the lenders thereto, dated November 14, 2001
(filed herewith).
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 thereunto duly authorized.
Maxxim Medical, Inc.
/s/ Mark Sellers
---------------------------
By: Mark S. Sellers
Title: Vice Chairman and
Chief Financial Officer
December 14, 2001
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
Exhibit 3.1 Restated Articles of Incorporation (filed herewith).
Exhibit 4.1 Specimen Certificate for Warrant of Maxxim Medical,
Inc. (included in Exhibit A to Exhibit 10.2 hereto).
Exhibit 10.1 Stock Purchase Agreement, by and among Maxxim
Medical, Inc., Maxxim Medical Group, Inc., Fox Paine
Capital Fund, L.P., FPC Investors, L.P., and Fox Paine
Medic New Equity Corp., dated November 30, 2001 (filed
herewith).
Exhibit 10.2 Warrant Agreement, between Maxxim Medical, Inc. and
the signatories thereto, dated November 30, 2001
(filed herewith).
Exhibit 10.3 Amendment No. 2 and Waiver, in respect of and to the
Credit Agreement dated November 12, 1999, as amended,
among Maxxim Medical, Inc., Maxxim Medical Group,
Inc., and the lenders thereto, dated November 14, 2001
(filed herewith).