1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) March 22, 1996
--------------------------------
PHOENIX MEDICAL TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-13401 31-0929195
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Route 521 West, P.O. Box 346, Andrews, South Carolina 29510
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 221-5100
------------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 22, 1996, the Registrant sold to Microtek Medical, Inc.
("Microtek") all of the Registrant's machinery, equipment and related tangible
property (including inventory and work-in-process) and all of its proprietary
information, and all other property and rights related to the Registrant's
manufacture and sale of adhesive skin drapes and scrub-and-prep products. The
purchase price, negotiated by the parties on an arms length basis, consisted of
$1,175,000 in cash and Microtek's undertaking to make contingent payments for
ten years of 11.5% of its sales of patented incise drapes and 3% of its sales
of other products in the Registrant's product line incorporating the patented
process, with a maximum of $1,825,000 on all contingent payments, a maximum
total purchase price of $3,000,000. Registrant's sales of items produced by
the assets sold to Microtek accounted for 4% of its total sales in 1995 and 5%
in 1994.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.9 Asset Purchase Agreement dated as of March 22, 1996
between the Registrant and Microtek Medical, Inc.
Page 2
3
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.
PHOENIX MEDICAL TECHNOLOGY, INC.
By:/s/ Edward W. Gallaher, Sr.
------------------------------
Edward W. Gallaher, Sr.
President
Dated: April 3, 1996
Page 3
4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
March 22, 1996 0-13401
PHOENIX MEDICAL TECHNOLOGY, INC.
EXHIBIT INDEX
Sequentially
Exhibit No Exhibit Description Numbered Page
- ---------- ------------------- -------------
10.9 Asset Purchase Agreement dated as of March 18,
1996 between the Registrant and
Microtek Medical, Inc.
Page 4