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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: April 3, 1998
(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
incorporation or organization) Identification No.)
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 April 3, 1998, Contour Medical, Inc. ("Contour") entered into a
third 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 and by Amendment No. 2 thereto dated as of
November 25, 1997 (as so 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 Agreement Merger Sub will be merged
(the "Merger") with and into Contour.
The Amendment extends the date after which either party may freely
terminate the Merger Agreement from March 31, 1998 to June 30, 1998.
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 second quarter of 1998. 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. 3 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 and by Amendment No. 2 thereto dated as of
November 25, 1997 among Sun Healthcare Group, Inc.,
Nectarine Acquisition Corporation and Contour
Medical, Inc.
Exhibit No. 99.1 Joint 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 April 3, 1998.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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Exhibit No. 2.1 Amendment No. 3 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 and by Amendment No. 2 thereto dated as of
November 25, 1997 among Sun Healthcare Group, Inc.,
Nectarine Acquisition Corporation and Contour Medical,
Inc.
Exhibit No. 99.1 Joint Press Release