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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as specified in charter)
Delaware 0-11772 25-1411971
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
55 Access Road, Warwick, Rhode Island 02886
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 732-6520
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OF ASSETS.
On October 21 1996, Nu-Tech Bio-Med, Inc. (the Company") acquired
certain assets and assumed certain liabilites of Prompt Medical Billing
Services, Inc., a Florida corporation ("Prompt Medical") related to Prompt
Medical's medical billing services business located in Miami, Florida. The total
aggregate purchase price payable by the Company was $675,000 of which $100,000
was paid in cash and the remainder in 37,404 shares of Common Stock of the
Company.
Among other things, the Company purchased the name "Prompt Medical
Billing Services" and all customer contracts and relationships. The Company
formed a wholly-owned subsidiary named NTBM Billing Services, Inc. to consummate
the transaction and to operate the business being acquired.
All of the purchase price has been 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 paid out in equal quarterly installments. The shares of Common Stock
will be held in escrow for the entire two year period.
The Company entered 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 entered into a consulting
agreement with Health Systems Development Corporation whereby Health Systems
will assist the Company in developing and expanding the business.
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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 following financial statements of
Prompt Medical Billing Services, Inc. are annexed hereto:
99.1. Audited Financial Statements for the period from March 1, 1994
(date of inception) to December 31, 1994, together with report of independent
accountants;
99.2. Audited Financial Statements for the year ended December 31,
1995, together with report of independent accountants.
99.3. Unaudited Financial Statements for the six month period ended
June 30, 1996.
b. Unaudited Pro Forma Financial information.
Pursuant to Item 7 of Form 8-K, the Company has annexed hereto the
Unaudited Pro Forma Combined Balance Sheet which has been prepared as if the
acquisition was consummated as of June 30, 1996 and the Unaudited Pro Forma
Combined Statement of Operations for the periods ending December 31, 1995 and
June 30, 1996 as if the acquisition occurred at the beginning of such periods.
99.4 Pro Forma Financial Statements of Nu-Tech Bio-Med, Inc.
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)(previously filed as Exhibit 2.1 to Form
8-K).
23.1 Consent of McClain & Company LLP, independent
auditors of Prompt Medical Billing Services, Inc.
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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: November 12, 1996
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EXHIBIT INDEX
Exhibit No. Description
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)(previously filed as Exhibit 2.1 to Form
8-K).
23.1 Consent of McClain & Company LLP, independent
auditors of Prompt Medical Billing Services, Inc.
Financial statements of Prompt Medical Billing Services, Inc.
99.1 Audited Financial Statements for the period from
March 1, 1994 (date of inception) to December 31,
1994, together with report of independent
accountants;
99.2 Audited Financial Statements for the year ended
December 31, 1995, together with report of
independent accountants.
99.3 Unaudited Financial Statements for the six month
period ended June 30, 1996.
Pro Forma Financial Statements of the Company
99.4 Pro Forma Financial Statements of Nu-Tech
Bio-Med, Inc.