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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): June 30, 1999
Uniflex, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6339 11-2008652
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
383 West John Street, Hicksville, New York 11802
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(Address of Principal Executive Offices)
(516) 997-7300
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. OTHER EVENTS.
See the Company's Press Release attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release issued by Uniflex, Inc. on June 30, 1999.
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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.
Date: June 30, 1999
By: /s/ Robert K. Semel
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Robert K. Semel, President
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EXHIBIT INDEX
EXHIBIT NO.
99.1 Press Release issued by Uniflex, Inc. on June 30, 1999.
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EXHIBIT 99.1
FOR: UNIFLEX, INC.
COMPANY: Robert K. Semel
CONTACT: (516) 997-7300
UNIFLEX, INC. CONSUMMATES MERGER
Hicksville, NY - June 30, 1999 - Uniflex, Inc. (AMEX: UFX)
announced today that, at a special meeting held on June 30, 1999, the
stockholders of Uniflex approved the merger (the "Merger") of Uniflex
Acquisition Corp., an acquisition entity ("Newco") formed by RFE Investment
Partners, a New Canaan, Connecticut-based private equity firm, with and into
Uniflex. The Merger was consummated immediately thereafter, pursuant to an
Agreement and Plan of Merger and Recapitalization (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, each outstanding
share of common Uniflex stock ("Share") (with certain limited exceptions,
including (i) certain retained Shares and (ii) treasury stock held by the
Company) held immediately prior to the effective time was, converted into the
right to receive, without interest, an amount in cash equal to $7.57 per Share.
Upon consummation of the merger, (i) CMCO, Inc. and its
affiliates that owned 300,158 Shares retained all of their shares of common
stock of Uniflex and (ii) certain officers, directors and employees of Uniflex
retained 322,000 shares of common stock of Uniflex owned by them. The
transaction is expected to be treated as a recapitalization for financial
reporting purposes.
To obtain payment for Shares, the certificate(s) representing
such Shares, together with a Letter of Transmittal (or a facsimile copy
thereof), must be mailed or delivered by hand or overnight courier to American
Stock Transfer & Trust Company, as the paying agent (the "Paying Agent").
Copies of the Notice of Merger and the Letter of Transmittal may
be obtained from the Paying Agent at the address set forth below:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
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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.
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