UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d -16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 1998
NATIONAL HEALTHCARE MANUFACTURING CORPORATION
(Name of Registrant)
251 Saulteaux Crescent, Winnipeg, Manitoba Canada R3J 3C7
(Address of principal executive offices)
1. News Release April 6, 1998
2. Material Change Report April 7, 1998
Indicate by check mark whether the Registrant files of will file annual
reports under cover of Form 20-F of Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark whether the Registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes ___ No X
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1943 , the
registrant has duly cause this Form 6-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Healthcare Manufacturing Corporation -- SEC No. 0-27998
(Registrant)
Date: April 7, 1998 By:/s/ M. Seyed Torabian
-------------------------
M. Seyed Torabian,
Vice President/Director
National Healthcare Manufacturing Corp. Simplex Medical Systems Inc.
(NASDAQ: NHMCF/VSE:NHM) (OTC BB: SMLX)
251 Saulteaux Crescent 430 Ansin Blvd., Suite G
Winnipeg, MB R3J 3C7 Hallandale, FL 33009
Contact: Alex P. Tsakumis Contact: Henry B. Schur
(800)883-8841 / (604)689-8337 (954)455-0110 / (954)455-9008
Internet: www.nationalhealthcare.com
EXCLUSIVE SUPPLY / PURCHASE AGREEMENT
March 18, 1998 - National Healthcare Manufacturing Corporation (NHMC) and
Simplex Medical Systems Inc. (SMS) are pleased to announce signing a long
term supply/purchase agreement. NHMC's manufacturing facility in Antioch,
Illinois, will exclusively package, in one of its patented delivery
systems, all of the buffer solution manufactured and used in SMS's unique
HIV Diagnostic Test Kit. Production of the test kits using the new buffer
will start April 1st, 1998. SMS will introduce the new test kits into its
manufacturing, sales and marketing program immediately thereafter.
In addition, NHMC and SMS have begun negotiations on developing and
manufacturing the next generation test kit which will incorporate the
advanced packaging concepts of NHMC into a fully integrated, user friendly
line of rapid, saliva-based point-of-use testing systems which SMS will
distribute throughout its distribution network.
SMS is engaged in the development, manufacturing, acquisition and marketing
of a variety of products in the medical and dental industry. All of SMS's
products are manufactured in the United States in FDA registered
facilities. Some of the Company's products are currently approved for sale
in Venezuela, Spain, Costa Rica and other countries around the world.
Ongoing registrations are in progress in China, Europe and India.
Darrell Van Dyke, Vice President of NHMC stated, We are very pleased to
have this relationship with the most innovative company in the HIV
Diagnostic Test Kit marketplace. This agreement lends significant
credibility to the use of our unique patented liquid/powder delivery
systems in various venues of the medical industry.
Tom Glickman, Vice President of Marketing for SMS commented that, This
association with a proven innovator and leader in the medical packaging
field will enable SMS to rapidly move forward to advance its R&D efforts to
bring new and valuable diagnostic tools to the medical community.
This agreement provides NHMC with an immediate presence in the ever growing
$1 billion diagnostic kit industry.
NHMC is rapidly emerging as a market leader whose mission is to bring about
cost reduction in the healthcare industry by providing a comprehensive
array of innovative products and services that incorporate unique products,
custom packaging, along with the state of the art supply management
distribution technology.
On Behalf of the Board (NHMC), On Behalf of the Board (SMS),
/s/M. Seyed Torabian /s/Nicholas Levendoski
- ---------------------------- ---------------------------
M. Seyed Torabian, P.Eng. Nicholas Levandoski
Executive Vice President President
Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
accuracy of this release.
April 7, 1998
B.C. Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V7Z 2H4
ATTN: Statutory Filing
RE: Material Change Report
Dear Sir/Madam,
Following please find National Healthcare Manufacturing Corporation's
Material Change Report/Form 27 dated April 7, 1998.
Should you have any questions or need more information, please contact me
at (604) 689-8581.
Sincerely,
/s/ Seyed Torabian
- -------------------------
Seyed Torabian, P.Eng.
Executive Vice Presiden
copy:VSE Listings Dept.
Manitoba Securities Commission
U.S. Securities & Exchange Commission
NASDAQ
Standard & Poor's
Maitland & Company
FORM 27
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 67 (1) (B) OF THE ACT
Item 1. Reporting Issuer
National Healthcare Manufacturing Corporation
251 Saulteaux Crescent
Winnipeg, Manitoba
R3J 3C7
Item 2. Date of Material Change
April 6, 1998
Item 3. Press Release
News release and notice of dissemination were issued to the
Vancouver Stock Exchange on April 6, 1998 and disseminated via
Canadian Corporate News, Market New Publishing and Vancouver
Stockwatch.
Item 4. Summary of Material Change
The Issuer announces that it has completed a US$6,750,000 private
placement through the issuance of 6% Convertible Notes.
Item 5. Full Description of Material Change
Please refer to the attached News Release of the Issuer dated
April 6, 1998.
Item 6. Reliance in Section 67(2) of the Act
If the report is being filed on a confidential basis in reliance
on Section 67(2) of the Act, state the reason for such reliance.
N/A
Item 7. Omitted Information
N/A
Item 8. Senior Officer
M. Seyed Torabian, the Executive Vice-President and Director of
the Issuer, is knowledgeable about the material change and this
report and may be contacted at (604) 689 - 8581 for further
information.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred
to herein.
Dated at Vancouver, British Columbia, this 7th day of April, 1998.
National Healthcare Manufacturing Corporation
Per: /s/Seyed Torabian
--------------------------
Seyed Torabian, P.Eng.
Executive Vice-President/Director
National Healthcare Manufacturing Corp.
(NASDAQ:NHMCF / VSE:NHM)
Internet:www.nationalhealthcare.com
Contact: Alex P. Tsakumis
(800) 883-8841 / (604)689-8581
FOR IMMEDIATE RELEASE
NATIONAL HEALTHCARE MANUFACTURING CORP.
COMPLETES US $6,750,000 FINANCING
April 6, 1998 - National Healthcare Manufacturing Corporation (NHMC) is
pleased to announce the completion of a US$6,750,000 private placement
through the issuance of 6% Convertible Notes. The Debentures are
convertible into Class A shares at a conversion price of 85% of the average
closing bid price for the five trading days immediately preceding the
conversion notice. The notes carry a maximum price of US $3.50 and a
rolling floor price of US $2.50.
The Notes are convertible upon registration with the SEC and 120 days as
required by the B.C. Securities Commission. A commission of 5% has been
paid in connection with this financing. The Company is also issuing
337,500 Warrants which are exercisable at 110% and 120% of the average
closing price exercised within the first year or the second year from the
Closing Date.
Mac Shahsavar, President & CEO stated, This arrangement will enable us to
close the chapter on previous financing by redeeming the October
convertible note holder, and to refocus our attention on growth both
internally and through acquisitions and joint ventures.
NHMC is rapidly emerging as the market leader in reducing healthcare costs
by providing a comprehensive array of innovative products and services that
incorporate unique techniques, custom packaging, along with a state of the
art supply management distribution technology.
On Behalf of the Board,
/s/M. Seyed Torabian
- ----------------------------
M. Seyed Torabian, P.Eng.
Executive Vice President
Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
accuracy of this release.