SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 1998
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UNIFLEX, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-6339 11-2008652
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
383 West John Street, Hicksville, New York 11802
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 932-2000
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N/A
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. OTHER EVENTS.
On November 17, 1998, the Registrant publicly disseminated a news
release announcing that it had signed a non-binding letter of intent with CMCO,
Inc. relating to the merger of the Registrant with a subsidiary of CMCO, Inc.
For additional information concerning the transaction, reference is
made to the news release, which is incorporated herein by reference and is
attached hereto as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 - Press Release dated November 17, 1998.
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SIGNATURE
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.
UNIFLEX, INC.
Dated: November 17, 1998 By: /s/ Robert K. Semel
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Name: Robert K. Semel
Title: President
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EXHIBIT 99.1
UNIFLEX, INC.
383 West John Street
Hicksville, New York 11802
FOR IMMEDIATE RELEASE
Contact: Robert Semel
President
(516) 997-7300
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UNIFLEX, INC AND CARL MARKS & CO., INC. SIGN LETTER OF INTENT FOR
MERGER
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PRESS RELEASE
Hicksville, NY -- November 17, 1998 -- Uniflex, Inc. (AMEX: UFX ) and
CMCO, INC. ("Carl Marks") announced today that they have entered into a
non-binding Letter of Intent with respect to the proposed acquisition of all of
the outstanding shares of common stock and all the outstanding stock options of
Uniflex by an acquisition entity to be formed by Carl Marks and its affiliates
("NEWCO"). There can be no assurance that a definitive agreement will be entered
into or that any such transaction will be consummated.
The transaction is subject to a number of conditions, including due
diligence, the execution of a definitive agreement, the availability of
financing arrangements and various regulatory and corporate approvals, including
the approval of the shareholders of Uniflex. It is expected that the definitive
agreement will be signed on or before February 15, 1999 and the transaction is
anticipated to be consummated in the second quarter of 1999.
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The transaction would take the form of a statutory merger of Uniflex
with NEWCO pursuant to which the holders of Uniflex's issued and outstanding
common stock and stock options (exclusive of the shares of common stock
exchanged or contributed as described below) would be entitled to receive an
aggregate amount of approximately $33 million in cash or $7.57 per share of
common stock and $4.90 per stock option based upon a weighted average exercise
price of $2.67 per share. Prior to consummation of the merger, (i) Carl Marks
and its affiliates who own shares of common stock of Uniflex on the date hereof
shall be obligated to exchange or contribute all of their shares of common stock
of Uniflex for equity capital of NEWCO, and (ii) certain officers, directors and
affiliates of Uniflex shall exchange or contribute no less than 322,000 shares
of common stock of Uniflex owned by them for equity capital of NEWCO.
Dunn Johnston & Company, Inc. is acting as financial advisor to the
special committee of the Board of Directors of Uniflex.
Uniflex designs, manufactures and markets a growing line of specialty
bags used for packaging, sales and advertising promotions, including general
retail. Uniflex also manufactures an expanding line of patented medical products
for use in hospitals, medical and dental laboratories and emergency care centers
and the ULTRAVAULT(TM), tamper evident cash or document handling envelope.
Detailed information about Uniflex products can be found on its World Wide Web
page on the Internet at http://www.UFline.com. This press release contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as
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amended, which are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, future action or inaction by the
Board of Directors and shareholders of Uniflex with respect to the matters
referred to in this press release and the ability of the Company to market and
develop its products. Although Uniflex believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by Uniflex or any other person that
the objectives and plans of Uniflex will be achieved.
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