UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 1997
U.S. MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 74-2599718
(State of incorporation) (IRS Employer Identification No.)
1-12954
(Commission File Number)
12201 Technology Boulevard, Suite 100, Austin, Texas
(Address of principal executive offices)
Registrant's telephone number: (512) 257-8787
This document consists of 3 pages of which this is page 1.
Item 1. Changes in Control of Registrant
None
Item 2. Acquisition or Disposition of Assets
On May 20, 1997, U.S. Medical Products, Inc. ("USMP") entered into
an Asset Purchase Agreement and License Agreement with Hayes
Medical, Inc., a California corporation ("Hayes Medical"), pursuant
to which it agreed to sell to Hayes Medical substantially all of
its tangible and intangible assets. These assets include implant
and instrument inventories, property and equipment, patents and
regulatory approvals.
The closing of the Asset Purchase Agreement took place on
November 1, 1997, pursuant to the terms of an Amendment to Asset
Purchase Agreement, dated October 31, 1997.
Pursuant to the Asset Purchase Agreement, Hayes Medical acquired
substantially all of the Company's assets and liabilities. The
purchase price is 56.25% of the agreed upon historical cost of the
assets (determined according to GAAP) less certain liabilities to
be assumed by Hayes Medical as of the closing of the Asset Purchase
Agreement. The purchase price shall be determined based on the
value of the assets to be purchased and liabilities to be assumed
as of the closing date.
Under the License Agreement, Hayes Medical acquired an exclusive,
irrevocable, royalty-free, worldwide license, with the right to
sublicense, to the Company's intellectual property relating to the
Company's orthopaedic product lines. Upon the closing of the Asset
Purchase Agreement, Hayes Medical became the sole and
exclusive owner of the intellectual property. The consideration
for the license to and tranfer of the intellectual property was a cash
payment of $400,000 and a promissary note in the amount of $150,000 at
10% interest per annum payable over 18 months.
Item 3. Bankruptcy or Receivership
Not applicable
Item 4. Changes in Registrant's Certifying Accountants
None
Item 5. Other Events
None
Item 6. Resignations of Registrant's Directors
None
Item 7. Financial Statements and Exhibits
(b) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information will be
filed as an amendment to this Report as soon as practicable, but
no later than 60 days after the date this Report is required to be
filed.
(c) EXHIBITS.
10.1 Amendment to Asset Purchase Agreement, dated as of October
31, 1997, between Hayes Medical, Inc. and U.S. Medical Products,
Inc.
Item 8. Changes in Fiscal Year
Not Applicable
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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 thereunto duly authorized.
U.S. Medical Products, Inc.
Registrant
Dated: November 17, 1997 /s/ Fred Mindermann
---------------------------------
Fred Mindermann
Chief Executive Officer
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