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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: November 25, 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 November 25, 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 as amended by Amendment No. 1
thereto dated as of August 21, 1997 (as amended, 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 technical structuring provisions and
extends the date after which either party may freely terminate the Merger
Agreement from November 30, 1997 (or, under certain circumstances, to December
31, 1997) to March 31, 1998.
On November 25, 1997, Sun also entered into an amendment (the "Option
Amendment") to the Stockholders Stock Option and Proxy Agreement dated as of
February 17, 1997 (the "Option Agreement") by and among Sun and Retirement Care
Associates, Inc. ("RCA"), the majority stockholder of Contour, pursuant to which
the Option Agreement was amended so as to (i) provide certain registration
rights to RCA in the event that Sun pays the exercise price of the option
granted thereunder in shares of Sun common stock, (ii) not allow Sun to exercise
such option in the event that Sun materially breaches the Merger Agreement and
(iii) shorten the period during which Sun may exercise such option from 120 days
to 14 days.
The Merger is subject to approval by the stockholders of both companies
and will be considered at separate meetings now anticipated to occur in the
first quarter of 1998. The Merger remains subject to other customary conditions.
The Merger will be completed promptly following stockholder approval, 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 and the Option Agreement, which are attached
hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS
2.1 Amendment No. 2 to the Agreement and Plan of Merger and
Reorganization dated as of February 17, 1997 among Sun
Healthcare Group, Inc., Contour Medical, Inc. and Nectarine
Acquisition Corporation.
2.2 Amendment No. 1 to the Stockholders Stock Option and Proxy
Agreement dated as of February 17, 1997 between Sun Healthcare
Group, Inc. and Retirement Care Associates, Inc.
99.1 Press Release
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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 December 5, 1997.
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INDEX TO EXHIBITS
DOCUMENT SEQUENTIALLY
NO. DOCUMENT NUMBERED PAGE
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2.1 Amendment No. 2 to the Agreement and Plan 6
of Merger and Reorganization dated as of
February 17, 1997 among Sun Healthcare
Group, Inc., Contour Medical, Inc.
and Nectarine Acquisition Corporation.
2.2 Amendment No. 1 to the Stockholders Stock 10
Option and Proxy Agreement dated as of
February 17, 1997 between Sun Healthcare Group,
Inc. and Retirement Care Associates, Inc.
99.1 Press Release 17
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