SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 23, 1999
SPARTA SURGICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-11047 22-2870438
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(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Olsen Centre
2100 Meridian Park Blvd., Concord, CA 94520
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 417-8812
not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On November 8, 1999, the Registrant borrowed $350,000 from Spags, N.V. for
working capital purposes. Under the terms of the loan, the note bears interest
at a rate of seven percent (7%) per annum, and shall become due and payable on
May 5, 2000. As a consideration for this loan, the Registration issued 350,000
restricted shares of the Company's Common Stock, par value $0.002. In addition,
the Registrant issued 50,000 shares of the Company's restricted Common Stock,
par value $0.002 to Royce Walker & Co., Ltd. for finder's fee. Spags, N.V. and
its representative, Coridal, N.V., shall have an irrevocable option to purchase
an additional 500,000 shares of restricted Common Stock, at a price of $1.00 per
share, exercisable within 10 days from submission of due diligence material for
any of Sparta's targeted acquisitions. The shares issued contains an irrevocable
voting trust, appointing, Thomas F. Reiner, as Trustee, with full voting powers
over such shares.
On November 5, 1999, the Registrant issued 400,000 shares of the Company's
restricted Common Stock, par value $0.002, to Thomas F. Reiner, the Registrant,
Chairman of the Board, President and CEO. The shares issued was in consideration
of Mr. Reiner agreeing to personally guaranty a Loan Facility to Sparta Olsen
Electrosurgical, Inc., a wholly owned subsidiary of the Company being offered by
Bank of America Commercial Financing (even though he is not required to do so)
in an amount of $250,000. The Company designated Mr. Reiner as the escrow agent
pursuant to that certain Escrow Agreement dated November 17, 1999 by and between
Thomas F. Reiner, Sparta Surgical Corporation and Sparta Olsen Electrosurgical,
Inc. and the share shall be released from the Escrow to Mr. Reiner on July 24,
2002, or sooner in the event of a default by the Company under the Loan
facility.
On October 18, 1999, the Registrant terminated its non-binding letter of
intent to purchase all or substantially all of the assets of ICS of North
America, Inc.
On November 15, 1999, the Registrant paid an aggregate amount of $190,000
to Sheldon S. Kabaker, M.D., Trustee, in connection with certain Notes due by
the Company. On November 17, 1999, the Registrant borrowed $250,000 from Sheldon
S. Kabaker, M.D., Trustee. Under the terms of the loan, the Note bears interest
at the rate of ten percent (10%) per annum and shall be due and payable on May
17, 2000. Upon default of the Note, the Company has the option to extend the
Note for an additional twelve (12) months. As a consideration for this loan, the
Registrant issued 60,000 shares of the Company's restricted Common Stock, par
value $0.002, and the shares issued contains an irrevocable voting trust,
appointing, Thomas F. Reiner as Trustee, with full voting powers over such
shares.
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.
Date: November 23, 1999 SPARTA SURGICAL CORPORATION
(Registrant)
By: /s/ Thomas F. Reiner
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Thomas F. Reiner
Chairman of the Board
President & CEO