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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: September 20, 1996
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DANNINGER MEDICAL TECHNOLOGY, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware 000-16893 31-0992628
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
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5160-B Blazer Memorial Parkway
Dublin, Ohio 43017-1339
(614) 718-0500
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
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Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 6, 1996, Danninger Medical Technology, Inc., a Delaware
corporation ("Danninger"), Stephen R. Draper of Port Huron, Michigan ("Draper"),
and Surgical and Orthopedic Specialties, Ltd., a Michigan corporation
("Surgical"), entered into a Stock Purchase Agreement, dated as of September 6,
1996, whereby Danninger purchased from Draper 100% of the stock of Surgical.
Under the terms of the Stock Purchase Agreement, Danninger agreed to acquire the
stock of Surgical in exchange for the aggregate purchase price of $2,900,000,
payable as follows: $1,000,000 in cash, a stock certificate registered in the
name of Draper for 83,334 shares of Danninger common stock, and Danninger's
promissory note in the principal amount of $1,400,000. The transaction was
accomplished through arms-length negotiations between Danninger's management and
Draper. There was no material relationship between Draper and Danninger or any
of Danninger's affiliates, any of Danninger's directors or officers, or any
associate of any such Danninger director or officer, prior to this transaction.
The funding of the cash amount was a loan made in the ordinary course of
business by Bank One, N.A.
Surgical is engaged in the rental and sale of orthopedic equipment,
primarily to medical businesses.
The Stock Purchase Agreement and Danninger's press release issued September
9, 1996 regarding the consummation of the Stock Purchase Agreement are attached
as exhibits to this report and are incorporated herein by reference. The
foregoing summary of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for Danninger to provide the required financial
information of the business acquired at the time of filing of this report.
Danninger undertakes to file such financial information as an amendment to this
Form 8-K as soon as practicable after the date hereof, but in no event later
than sixty (60) days from the date by which this report on Form 8-K is required
to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable for Danninger to provide the required pro forma
financial information at the time of filing of this report. Danninger undertakes
to file such pro forma financial information as an amendment to this Form 8-K as
soon as practicable after the date hereof, but in no event later than sixty (60)
days from the date by which this report on Form 8-K is required to be filed.
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(c) EXHIBITS.
Exhibit No. Description
2 Stock Purchase Agreement, dated as of September 6,
1996, among Danninger Medical Technology, Inc.,
Stephen R. Draper, and Surgical and Orthopedic
Specialties, Ltd.
20 Press release of Danninger Medical Technology, Inc.
issued September 9, 1996, regarding the Stock
Purchase Agreement.
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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 hereunto duly authorized.
DANNINGER MEDICAL TECHNOLOGY, INC.
Date: September 20, 1996 By: /s/ PAUL A. MILLER
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Paul A. Miller,
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page
2 Stock Purchase Agreement, dated as of September
6, 1996, among Danninger Medical Technology,
Inc., Stephen R. Draper, and Surgical and
Orthopedic Specialties, Ltd.
20 Press release of Danninger Medical Technology,
Inc. issued September 9, 1996, regarding the
Stock Purchase Agreement.
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