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): SEPTEMBER 18, 2002
WORLDWIDE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-33263 33-0601331
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
13 SPECTRUM POINTE DRIVE
LAKE FOREST, CA 92630
(Address of principal executive offices) (zip code)
(949) 598-8378
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Financing
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On September 18, 2002, Worldwide Medical Corporation closed on $1,650,000
of financing with Ziegler Healthcare Fund I, L.P. ("Ziegler.") The financing is
a five year note, bearing interest at the rate of 14% with interest-only
payments in year one and secured by a first priority lien on all of the
Company's tangible and intangible assets. The note is fully amortized at the
end of year five. The note allows for pre-payment with a penalty of between 1%
and 5% depending on when the pre-payment occurs. In connection with the
financing, the Company issued to Ziegler warrants to acquire 2,598,053 shares of
common stock, subject to anti-dilution protection as to price and as to the
number of shares generally, at an exercise price of $0.10 per share, but the
warrants may not be exercised unless the price of the Company's common stock
exceeds $0.20. The warrants are exercisable beginning one year from the
closing.
Net loan proceeds to the Company, after costs and fees of approximately
$187,000, were $1,463,000. The proceeds will be utilized by the Company as
follows: approximately $453,000 (plus approximately $199,000 in Company common
stock) was used to retire approximately $987,000 in liabilities; $450,000 was
used to pay down approximately $772,000 in liabilities, and the creditors
holding the balance of these liabilities executed forbearance agreements in
which they have agreed to refrain from bringing any claims against the Company
for failure by the Company to pay its debt to such creditor when due and to
receive monthly payments based on a cash flow formula that allows the Company to
pay Ziegler and its current operating expenses and to maintain certain financial
covenants prior to paying any of such creditors; $50,000 was utilized to make
the Company's scheduled payment due the FDA; $416,666 has been deposited in a
restricted account for use in investing in new business opportunities and
certain other purposes, all as approved by Ziegler from time to time during the
term of the financing; and the remaining approximately $93,000 will be used for
working capital.
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Resignation of Directors
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On September 13, 2002, Mr. Glenn G. Barrons resigned as Secretary and
Director of the Company. Mr. Barrons' resignation came as a result of his
desire to devote all of his focus to the development and operation of Cyber
Marketing Concepts, a current and growing customer of Worldwide Medical
Corporation. Mr. Barrons is a principal of Cyber Marketing Concepts.
Effective September 18, 2002, and in connection with the Ziegler financing
discussed above, Dr. Jemo Kang and Mr. Jeffrey H. Nicholas resigned as Directors
of the Company. The resignation of both Dr. Kang and Mr. Nicholas was part of a
settlement and restructuring agreement with Princeton Biomeditech Corporation, a
creditor of the Company whose debt from the Company was satisfied as part of the
Ziegler financing transaction.
To the best knowledge of the Company, none of the above-referenced
directors resigned because of a disagreement with the Company on any matter
relating to the Company's operations, polices or practices.
Employment Agreements
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On September 18, 2002, and in connection with and as a condition of the
Ziegler financing discussed above, the Company entered into three (3) year
employment agreements beginning October 1, 2002 with each of Mr. Daniel G.
McGuire, President, Mr. Kevin J. Gadawski, Chief Financial Officer, and Mr.
Francisco Rojas, Chief Scientific Officer.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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EXHIBITS
ITEM NO. DESCRIPTION
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10.1 . . Loan Agreement dated September 18, 2002 by and between the Company and Ziegler Healthcare Fund I, L.P.
10.2 . . Promissory Note dated September 18, 2002 in favor of Ziegler Healthcare Fund I, L.P.
10.3 . . Warrant Agreement dated September 18, 2002 in favor of Ziegler Healthcare Fund I, L.P.
10.4 Rights Agreement dated September 18, 2002 by and between the Company and Ziegler Healthcare Fund I, L.P.,
and certain shareholders of the Company.
10.5 . . Security Agreement dated September 18, 2002 by and between the Company and Ziegler Healthcare Fund I, L.P.
10.6 Assignment and Pledge of Deposit Account dated September 18, 2002 by and between the Company and
Ziegler Healthcare Fund I, L.P.
10.7 . . Employment Agreement dated September 18, 2002 by and between the Company and Daniel G. McGuire.
10.8 . . Employment Agreement dated September 18, 2002 by and between the Company and Kevin J. Gadawski.
10.9 . . Employment Agreement dated September 18, 2002 by and between the Company and Francisco Rojas.
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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.
Dated: October 1, 2002 Worldwide Medical Corporation
a California corporation
/s/ Daniel G. McGuire
________________________________
Daniel G. McGuire, President
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