SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 28, 1996
MARQUEST MEDICAL PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-0785259
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11039 EAST LANSING CIRCLE, ENGLEWOOD, CO 80112
(Address and zip code of principal executive offices)
(303) 790-4835
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Marquest Medical Products, Inc. (the"Company") has completed several
transactions effecting its indebtedness and capital.
On March 28, 1996, the Company converted $1,851,600 in debt principal , $486,571
in related interest payable and $376,330 in unpaid management fees, all of which
were owed to Scherer Healthcare, Inc, into 3,877,859 shares of the Company's
restricted common stock, no par value. The conversion price was $0.70 per
share.
On March 29, 1996, Scherer Capital, LLC, a company controlled by the majority
shareholder of Scherer Healthcare, Inc., purchased 2,061,856 shares of the
Company's restricted common stock, no par value, at a price of $0.485 per share,
for $1,000,000.
On March 28, 1996, the Company signed a Loan and Security Agreement with Scherer
Capital, LLC, enabling the Company to borrow a maximum of $1,500,000 at an
interest rate of 1-1/2% over prime, adjusted quarterly. The note is secured by
the Company's inventory, building and equipment and is due April 1, 2001. The
Company can redeem the notes after April l, 1997 at a premium of 104%,
decreasing 1% per year. The notes are convertible at the option of Scherer
Capital, LLC into shares of the Company's common stock, no par value at a
conversion price of $0.70 per share. As of March 30, 1996, the Company has
borrowed $700,000 under this Note Agreement to repay a bridge loan from Scherer
Capital, LLC.
As a result of these transactions, the Company has 14,186,595 shares
outstanding. Scherer Healthcare, Inc. and Scherer Capital, LLC own 50.8% and
14.5%, respectively, of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
NO. DESCRIPTION PAGE
- --- ----------- ----
4.1 Subscription Agreement for Purchase of Common Stock between 4
Marquest Medical Products, Inc. and Scherer Capital, LLC dated
March 29, 1996
4.2 Conversion Agreement dated March 28, 1996 between Marquest 6
Medical Products, Inc. and Scherer Healthcare, Inc.
4.3 Loan and Security Agreement dated March 28, 1996 between Marquest 9
Medical Products, Inc. and Scherer Capital, LLC.
4.4 Second Priority Deed of Trust, Security Agreement and Assignment 59
of Rents and Leases dated March 28, 1996 from Marquest Medical
Products, Inc. to the Public Trustee of Douglas County, Colorado
for the benefit of Scherer Capital, LLC.
4.5 Convertible Secured Note due April 1, 2001 96
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on April 8, 1996.
/s/ Margaret Von der Schmdit
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Margaret Von der Schmdt
Vice President - Finance and Chief Financial
Officer
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