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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) December 27, 1996
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LIFEQUEST MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20532 74-2559866
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9601 McAllister Freeway, Suite 1120, San Antonio, Texas 78216
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 366-2100
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On December 27, 1996, Val-U-Med, Inc., a Georgia corporation ("Val-U-
Med"), was merged (the "Merger") with and into Val-U-Med Acquisition Co., a
Nevada corporation ("VMAC"), and a wholly owned subsidiary of LifeQuest
Medical, Inc., a Delaware corporation ("LifeQuest"), with VMAC as the surviving
corporation. The Merger was consummated pursuant to a Plan of Merger and
Acquisition Agreement dated December 27, 1996 (the "Agreement"), among
LifeQuest, VMAC, Val-U-Med and all of the shareholders of Val-U-Med (the
"Shareholders").
As provided in the Agreement, all of the issued and outstanding shares
of common stock, $1.00 par value, of Val-U-Med, were converted into the right
to receive an aggregate of 1,200,000 shares of LifeQuest common stock, $.001
par value ("LifeQuest Common Stock") and an aggregate of $400,000. In
determining the amount of such consideration, a multiple of the annual sales of
Val-U-Med was used and subsequently adjusted based on the results of the due
diligence efforts of LifeQuest. In connection with the issuance of the
LifeQuest Common Stock pursuant to the terms of the Agreement, LifeQuest
granted to the Stockholders piggy-back registration rights to register their
shares of LifeQuest Common Stock during the one-year period commencing December
27, 1997 and the right to demand registration of any restricted shares of
LifeQuest Common Stock held by the Stockholders during the one-year period
commencing December 27, 1997.
The assets of Val-U-Med acquired by VMAC are used for the distribution
and marketing of minimally invasive surgical products. The assets acquired
include leased property, inventories, license agreements, certain intellectual
property rights and equipment used to distribute and market minimally invasive
surgical products. VMAC intends to continue to use such assets in the same
manner as used prior to the Merger.
The Merger was accounted for using the pooling-of-interests accounting
method.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
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Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
It is impractical to provide the required financial statements of Val-U-
Med at the time of filing this Report. It is anticipated that such financial
statements will be filed by amendment as soon as practicable but in no event
later than 60 days following the date on which this Report must be filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information with respect to Val-U-Med at the time of filing this Report. It is
anticipated that such financial information will be filed by amendment as soon
as practicable but in no event later than 60 days following the date on which
this Report must be filed.
(c) Exhibit Index.
Exhibit 2.1 Plan of Merger and Acquisition Agreement dated December
27, 1996, among LifeQuest Medical, Inc., Val-U-Med
Acquisition Co., Val-U-Med, Inc. and the Stockholders of
Val-U-Med, Inc.
Exhibit 10.1 Employment Agreement dated December 27, 1996, between Val-
U-Med Acquisition Co. and K.C. Fadem.
Exhibit 10.2 Non-Qualified Stock Option Agreement dated December 27,
1996, between LifeQuest Medical, Inc. and K.C. Fadem.
Exhibit 10.3 Employment Agreement dated December 27, 1996, between Val-
U-Med Acquisition Co. and Robert Fadem.
Exhibit 10.4 Non-Qualified Stock Option Agreement dated December 27,
1996, between LifeQuest Medical, Inc. and Robert Fadem.
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Item 8. Change in Fiscal Year.
Not Applicable.
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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 thereunto duly authorized.
LIFEQUEST MEDICAL, INC.
By: /s/ Randall K. Boatright
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Randall K. Boatright,
Vice President and Chief Financial
Officer (Principal Accounting
Officer)
DATE: January 8, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Plan of Merger and Acquisition Agreement dated December
27, 1996, among LifeQuest Medical, Inc., Val-U-Med
Acquisition Co., Val-U-Med, Inc. and the Stockholders of
Val-U-Med, Inc.
10.1 Employment Agreement dated December 27, 1996, between Val-
U-Med Acquisition Co. and K.C. Fadem.
10.2 Non-Qualified Stock Option Agreement dated December 27,
1996, between LifeQuest Medical, Inc. and K.C. Fadem.
10.3 Employment Agreement dated December 27, 1996, between Val-
U-Med Acquisition Co. and Robert Fadem.
10.4 Non-Qualified Stock Option Agreement dated December 27,
1996, between LifeQuest Medical, Inc. and Robert Fadem.