U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
August 6, 1996
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Date of Report (date of earliest event reported)
CONTOUR MEDICAL, INC.
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Exact name of Registrant as Specified in its Charter
Nevada 0-26288 77-0163521
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
3340 Scherer Drive, St. Petersburg, Florida 33716
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Address of Principal Executive Offices, Including Zip Code
(813) 572-0089
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Registrant's Telephone Number, Including Area Code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 6, 1996, Contour Medical, Inc. (the "Company"), acquired all of
the outstanding stock of Atlantic Medical Supply Company, Inc. ("Atlantic
Medical"), a distributor of disposable medical supplies and a provider of
third-party billing services to the nursing home and home health care markets.
The acquisition was made effective retroactively to July 1, 1996.
The Company paid $1,400,000 in cash and promissory notes totaling
$10,500,000 for the stock of Atlantic Medical. The promissory notes bear
interest at 7% per annum and are due in full on January 10, 1997. In the
event of a default in the payment of the promissory notes, they are
convertible into shares of common stock of Retirement Care Associates, Inc.,
the Company's majority shareholder, which is listed on the New York Stock
Exchange.
The cash for this transaction came from a $5 million debenture placement
that was completed on July 12, 1996. These debentures bear interest at 9% per
annum and are to be repaid in monthly installments beginning on July 1, 1999,
with full payment due by July 1, 2003. The debentures are convertible into
shares of the Company's Common Stock. The two debentures, each in the amount
of $2.5 million, were purchased by Renaissance U.S. Growth and Income Trust,
P.C., a fund listed on the London Stock Exchange, and by Renaissance Capital
Growth & Income Fund III, Inc., a closed-end, publicly traded fund that
invests in emerging growth companies. Both of these investment funds are
managed by Renaissance Capital Group, Inc., of Dallas, Texas.
Atlantic Medical is based in Grovetown, Georgia (a suburb of Augusta),
and also has facilities in St. Petersburg, Florida, Miami, Florida, and
Fayetteville, North Carolina, and employs approximately 95 persons. During
the six months ended June 30, 1996, Atlantic Medical had total sales of
approximately $12,925,000, and had net income of approximately $240,000. As
of June 30, 1996, Atlantic Medical had approximately $10,570,000 in assets,
$5,225,000 in liabilities, and $5,345,000 in stockholders' equity. During the
year ended December 31, 1995, three of the four companies that now make up
Atlantic Medical had approximately $20,175,000 in combined sales and $320,000
in combined net income.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements for Atlantic Medical Supply Company, Inc. are not yet available and
will be filed on or before October 20, 1996.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information required is not yet available. It will be filed by amendment on
or before October 20, 1996.
(c) EXHIBITS.
10.1 Share Purchase Agreement for the acquisition of Atlantic
Medical Supply Company, Inc.
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.
CONTOUR MEDICAL, INC.
Dated: August 15, 1996 By /s/ Donald F. Fox
Donald F. Fox, President