SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): OCTOBER 29, 1996
THE LEHIGH GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-1920670
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1-155
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(Commission File Number)
810 Seventh Avenue 10019
New York, New York ----------------------
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(Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (212) 333-2620
Exhibit Index on Page 5
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ITEM 5. OTHER EVENTS
1. The Company and First Medical Corporation ("FMC") have
entered into an Agreement and Plan of Merger dated October 29, 1996 providing
for the merger of FMC with a subsidiary of the Company. The Company and DHB
Capital Group Inc. ("DHB") have terminated the proposed merger between DHB and a
subsidiary of the Company.
2. The Company has been named as a defendant in a lawsuit
brought in the Supreme Court, State of New York, entitled SOUTHWICKE CORPORATION
V. THE LEHIGH GROUP, INC. [ET. AL,], Index No. 96 604932, a copy of the
Complaint in which is annexed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits -
99.1 Complaint in SOUTHWICKE CORPORATION V. THE LEHIGH
GROUP, INC. [ET. AL.], Supreme Court, State of New
York, Index No. 96 604932.
99.2 Letter dated October 11, 1996 from DHB Capital Group
Inc. to the Company terminating the Agreement and
Plan of Reorganization between the two companies.
99.3 Press release dated October 11, 1996 announcing the
termination of the Company's merger agreement with
DHB Capital Group Inc.
99.4 Letter dated October 24, 1996 from Salvatore Zizza to
DHB Capital Group Inc. ("DHB") confirming the
termination of the option to purchase 6,000,000
shares of the Company's common stock granted by Mr.
Zizza to DHB by letter dated July 8, 1996.
99.5 Agreement and Plan of Merger dated October 29, 1996
between the Company, First Medical Corporation and a
subsidiary of the Company.
99.6 Debenture dated October 29, 1996 from the Company to
First Medical Corporation in the principal amount of
$300,000.
99.7 Letter dated October 29, 1996 from Salvatore J. Zizza
to First Medical Corporation ("FMC") granting to FMC
an option to purchase 6,000,000 shares of the Common
Stock of the Company.
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99.8 Promissory Note dated October 29, 1996 from First
Medical Corporation to Salvatore J. Zizza in the
principal amount of $100,000.
99.9 Press release dated October 29, 1996 announcing that
the Company and First Medical Corporation executed a
definitive merger agreement.
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SIGNATURE
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.
THE LEHIGH GROUP INC.
(Registrant)
Dated: November 7, 1996 By: /S/ROBERT A. BRUNO
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Name: Robert A. Bruno
Title: Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Complaint in SOUTHWICKE CORPORATION V. THE LEHIGH
GROUP, INC. [ET. AL.], Supreme Court, State of New
York, Index No. 96 604932.
99.2 Letter dated October 11, 1996 from DHB Capital Group
Inc. to the Company terminating the Agreement and
Plan of Reorganization between the two companies.
99.3 Press release dated October 11, 1996 announcing the
termination of the Company's merger agreement with
DHB Capital Group Inc.
99.4 Letter dated October 24, 1996 from Salvatore Zizza
to DHB Capital Group Inc. ("DHB") confirming the
termination of the option to purchase 6,000,000
shares of the Company's common stock granted by Mr.
Zizza to DHB by letter dated July 8, 1996.
99.5 Agreement and Plan of Merger dated October 29, 1996
between the Company, First Medical Corporation and a
subsidiary of the Company.
99.6 Debenture dated October 29, 1996 from the Company to
First Medical Corporation in the principal amount of
$300,000.
99.7 Letter dated October 29, 1996 from Salvatore J.
Zizza to First Medical Corporation ("FMC") granting
to FMC an option to purchase 6,000,000 shares of the
Common Stock of the Company.
99.8 Promissory Note dated October 29, 1996 from First
Medical Corporation to Salvatore J. Zizza in the
principal amount of $100,000.
99.9 Press release dated October 29, 1996 announcing that
the Company and First Medical Corporation executed a
definitive merger agreement.
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