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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 21, 1997
(Date of earliest event reported)
CONTOUR MEDICAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-26288 77-0163521
(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
6025 SHILOH ROAD, SUITE A
ALPHARETTA, GEORGIA 30005
(Address of principal executive offices)
(770) 888-8528
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On August 21, 1997, Contour Medical, Inc. ("Contour") entered into an
amendment (the "Amendment") to the Agreement and Plan of Merger and
Reorganization, dated as of February 17, 1997 (the "Merger Agreement"), by and
among Contour, Sun Healthcare Group, Inc., a Delaware corporation ("Sun"), and
Nectarine Acquisition Corporation, a Nevada corporation and wholly-owned
subsidiary of Sun ("Merger Sub"), pursuant to which Merger Sub will be merged
(the "Merger") with and into Contour.
The Amendment contains certain provisions related to the resignation of
Coopers & Lybrand L.L.P. as Contour's independent auditors and extends the date
after which either party may freely terminate the Merger Agreement from
September 30, 1997 to November 30, 1997 (or, under certain circumstances, to
December 31, 1997).
The Merger is subject to approval by the shareholders of Sun and the
stockholders of Contour and will be considered at separate meetings now
anticipated to occur in the fourth quarter of 1997. The Merger remains subject
to other customary conditions. The Merger will be effective promptly following
approval by the Sun shareholders and Contour stockholders, assuming satisfaction
of the other conditions to the Merger.
The foregoing description is qualified in its entirety by reference to
the full text of the Amendment, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following is a list of the Exhibits attached hereto.
Exhibit No. 2.1 Amendment No. 1 to the Agreement and Plan of Merger
and Reorganization dated as of February 17, 1997
among Sun Healthcare Group, Inc., Nectarine
Acquisition Corporation and Contour Medical, Inc.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTOUR MEDICAL, INC.
By: /s/ Donald F. Fox
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Donald F. Fox
Its President
Dated as of August 21, 1997.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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Exhibit No. 2.1 Amendment No. 1 to the Agreement and Plan of Merger
and Reorganization dated as of February 17, 1997
among Sun Healthcare Group, Inc., Nectarine
Acquisition Corporation and Contour Medical, Inc.