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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) September 13, 1996
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NU-TECH BIO-MED, INC.
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(Exact Name of Registrant as specified in charter)
Delaware 0-11772 25-1411971
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
55 Access Road, Warwick, Rhode Island 02886
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 732-6520
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OF ASSETS.
On September 13, 1996, Nu-Tech Bio-Med, Inc. (the Company") entered
into an Asset Purchase Agreement with Prompt Medical Billing Services, Inc., a
Florida corporation ("Prompt Medical") pursuant to which the Company has agreed
to purchase certain assets and liabilities related to Prompt Medical's medical
billing services business located in Miami, Florida. The total aggregate
purchase price payable by the Company will be $675,000 of which $100,000 shall
be paid in cash and the remainder in Common Stock of the Company. The number of
shares of Common Stock to be delivered to Prompt Medical shall be determined by
dividing the sum of $500,000 by 85% of the average closing bid price of a share
of Common Stock on the Nasdaq SmallCap Market during the three day period ending
on the fourth day prior to closing. The closing is anticipated to occur on or
about October 21, 1996.
Among other things, the Company is purchasing the name "Prompt Medical
Billing Services" and all customer contracts and relationships. The Company has
formed a wholly-owned subsidiary to consummate the transaction and to operate
the business being acquired.
All of the purchase price will be placed in escrow for up to two years
to secure Prompt Medical's guaranty of certain minimum revenue levels. Assuming
that these revenue levels are maintained, the cash portion of the purchase price
shall be shall be paid out in equal quarterly installments. The shares of Common
Stock will be held in escrow for the entire two year period.
The Company anticipates entering into an employment agreement with
Judith Prussin, a shareholder and officer of Prompt Medical, whereby Ms. Prussin
will be retained to operate the business. Additionally, the Company anticipates
entering into a consulting agreement with Health Systems Development Corporation
whereby Health Systems will assist the Company in developing and expanding the
business.
Consummation of the transaction is subject to completion by the parties
of all due diligence matters and preparation of audited financial statements of
Prompt Medical satisfactory to the Company. There can be no assurance that the
transaction will be consummated or if consummated, upon the terms as described
herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. Financial Statements of Businesses Acquired.
Pursuant to Item 7 of Form 8-K, the Company anticipates filing the
required Financial Statements within 60 days of the date hereof.
b. Pro Forma Financial information.
Pursuant to Item 7 of Form 8-K, the Company anticipates filing the
required Pro Forma financial information following completion of the Financial
Statements and within 60 days of the date hereof.
c. Exhibits.
2.1 Asset Purchase Agreement dated September 13, 1996, among
Nu-Tech Bio-Med, Inc., NTBM Billing Services, Inc., Prompt
Medical Services, Inc., Judith Prussin and Jeffrey Prussin
(filed without exhibits or schedules).
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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 hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
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J. Marvin Feigenbaum
Chairman of the Board,
President, Chief Executive
and Chief Financial Officer
Dated: September 23, 1996
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 ASSET PURCHASE AGREEMENT