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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) April 1, 1997
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SWISSRAY International, Inc.
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(Exact name of registrant as specified in charter)
New York 0-26972 16-0950197
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
747 Third Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code NY 212-644-6497
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Switzerland 011 41419199050
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective April 1, 1997 SRMI acquired from J. Douglas Maxwell, Jr.
("Maxwell") all of the issued and outstanding securities (See "2" below) of
Empower Inc. ("Empower"), a Glen Cove, New York based distributor of x-ray
equipment and medical supplies (primarily within the tri-state New
York-metropolitan area) to radiologists and hospitals. Empower's staff is
comprised of approximately 45 sales, service and administrative personnel.
In accordance with the terms and conditions of an Exchange Agreement and
related documents (including but not limited to (a) Assignment and Assumption
Agreement, (b) Registration Rights Agreement, (c) Non-negotiable Convertible
Debenture and (d) Option Agreements) SRMI issued the following securities and
assumed (amongst others) the following obligations:
1. Issuance of 80,000 restricted shares of SRMI common stock to Maxwell with
an obligation to issue an additional 30,000 restricted shares of SRMI
common stock in the event that certain defined "performance goals" are met
by Empower as hereinafter indicated.
2. Assumption by SRMI of the balance of payments due by Maxwell to a former
Empower stockholder who owned one-third of all outstanding Empower
securities in accordance with the terms and conditions of above referenced
Assignment and Assumption Agreement. The single certificate representing
such ownership remains in escrow to be delivered to SRMI upon its having
fulfilled such monetary obligation, which approximates $72,600 as of March
1997.
3. Payment to Maxwell of $62,267 with principal being due February 28, 2000
and with interest being payable on a quarterly basis and with Maxwell
having the right in accordance with a Non-Negotiable Convertible Debenture
to convert all of such obligation into shares of SRMI common stock at a
conversion price equal to 80% of market price on date of conversion.
4. Certain defined "piggy-back" registration rights for a period of three
years granted to Maxwell in accordance with a Registration Rights
Agreement.
5. Issuance of SRMI options to Maxwell permitting Maxwell to purchase up to
125,000 shares of SRMI common stock over a period of five years at an
exercise price of $4.00 per share in accordance with SRMI's 1996
Non-Statutory Stock Option Plan (hereinafter the "Plan").
6. Issuance of an additional 150,000 SRMI options to fourteen Empower
employees permitting such employees to purchase up to an aggregate of
150,000 shares of SRMI common stock at an exercise price of $3.50 per
share over a period of five years in accordance with the terms and
conditions of the aforesaid Plan.
With respect to the above referenced additional 30,000 restricted shares
of SRMI common stock (referred to in paragraph designated "1" hereof) which may
be issued if certain "performance
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goals" are achieved, the Exchange Agreement provides that if over a two year
period Empower's combined "pre-tax profits" is at least two percent of aggregate
"gross revenues" for such two year period, the "performance goal" will have been
achieved thereby entitling Maxwell to such additional shares.
The Exchange Agreement also provides that with respect to all SRMI shares
issued to Maxwell (i.e., the above referenced 80,000 restricted shares and the
potential additional 30,000 restricted shares) that Maxwell shall have the right
for a period of one year commencing two years from the date of closing to
require (at Maxwell's option) SRMI to repurchase such shares at a purchase price
of $4.00 per share. The Exchange Agreement further provides that the issuance of
such shares of SRMI common stock may be subject to certain adjustments (within
ninety days of closing) in the event that auditors discover adverse variances in
excess of $10,000 in Empower's financial statements which, if and when
discovered, are subsequently verified. In the event of adverse variances, if
any, the number of shares to which Maxwell shall be entitled shall be reduced on
a one share for each $4.00 variance.
The transactions referred to above were conducted on a negotiated
arms-length basis and neither Maxwell nor Empower had any association or
affiliation with SRMI or any of its officers and/or directors prior to
consummation of the transactions described herein.
The foregoing is a brief summary of certain of the relative terms and
conditions of the Agreement discussed above and is not intended to be a complete
summary thereof but rather is qualified in its entirety by the more detailed
information appearing in the Exchange Agreement, the related documents referred
to above and such other documents as may have ben executed in order to
effectuate the intentions expressed by the parties to the aforesaid Exchange
Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information - In accordance with Item 7(a)(4) of
the general instructions to Form 8-K pro forma financial information is intended
to be provided in an amended Form 8-K within 60 days after this Form 8-K must be
filed.
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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.
SWISSRAY INTERNATIONAL, INC.
By /s/ R.G.L.
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Ruedi G. Laupper, President
Date: April 14, 1997
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