UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d -16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 1998
NATIONAL HEALTHCARE MANUFACTURING CORPORATION
(Name of Registrant)
251 Saulteaux Crescent, Winnipeg, Manitoba Canada R3J 3C7
(Address of principal executive offices)
1. News Releases: February 4, 1998
2. Material Change Reports: January 29, 1998
February 4, 1998
Indicate by check mark whether the Registrant files of will file annual
reports under cover of Form 20-F of Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark whether the Registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes ___ No X
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1943 , the
registrant has duly cause this Form 6-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Healthcare Manufacturing Corporation -- SEC No. 0-27998
(Registrant)
Date: February 5, 1998 By: \s\ Seyed Torabian
M. Seyed Torabian,
Exec. Vice President/Director
<PAGE>
National Healthcare Manufacturing
Corp.
(NASDAQ:NHMCF / VSE:NHM)
Internet: www.nationalhealthcare.com
Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE (800)883-8841 / (604)689-8581
February 4, 1998, Winnipeg, Manitoba, - National Healthcare Manufacturing
Corporation (NHMC), announces that it has informed its $5,000,000 European
Fund Debenture holders and their related parties that it will no longer
honor their request for conversion of the Debenture and intends to pursue
legal action. The Company's notification to these parties stems from what
the Corporation believes to be a clear manipulation of the value of the
Company's stock by a Fiduciary party for the purpose of enabling a
conversion of the Debenture to common stock of NHMC at a reduced price.
On Behalf of the Board,
\s\Seyed Torabian
Seyed M. Torabian, P.Eng.
Executive Vice President
Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
accuracy of this release.
<PAGE>
February 4, 1998
B.C. Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V7Z 2H4
ATTN: Statutory Filing
RE: Material Change Report
Dear Sir/Madam,
Following please find National Healthcare Manufacturing Corporation's
Material Change Report/Form 27 dated January 29, 1998.
Should you have any questions or need more information, please contact me
at (604) 689-8581.
Sincerely,
\s\ Seyed Torabian
Seyed Torabian, P.Eng.
Executive Vice President/Director
copy: VSE Listings Dept.
Manitoba Securities Commission
U.S. Securities & Exchange Commission
NASDAQ
Standard & Poor's
Maitland & Company
<PAGE>
FORM 27
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 67 (1) (B) OF THE ACT
Item 1. Reporting Issuer
National Healthcare Manufacturing Corporation
251 Saulteaux Crescent
Winnipeg, Manitoba
R3J 3C7
Item 2. Date of Material Change
January 29, 1998
Item 3. Press Release
News release and notice of dissemination were issued to the
Vancouver Stock Exchange on January 29, 1998 and disseminated via
Canadian Corporate News, Market New Publishing and Vancouver
Stockwatch.
Item 4. Summary of Material Change
The Issuer announced the acknowledgement of regulatory approval
for the acquisition of Medi Guard Inc.
Item 5. Full Description of Material Change
Please refer to the attached News Release of the Issuer dated
January 29, 1998.
Item 6. Reliance in Section 67(2) of the Act
If the report is being filed on a confidential basis in reliance
on Section 67(2) of the Act, state the reason for such reliance.
N/A
<PAGE>
Item 7. Omitted Information
N/A
Item 8. Senior Officer
M. Seyed Torabian, the Executive Vice-President and Director of
the Issuer, is knowledgeable about the material change and this
report and may be contacted at (604) 689 - 8581 for further
information.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred
to herein.
Dated at Vancouver, British Columbia, this 4th day of February, 1998.
National Healthcare Manufacturing Corporation
Per: \s\ Seyed Torabian ___________
Seyed Torabian, P.Eng.
Executive Vice-President/Director
<PAGE>
National Healthcare Manufacturing Corp.
(NASDAQ:NHMCF / VSE:NHM)
Internet: www.nationalhealthcare.com
Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE (800)883-8841/(604)689-8581
REGULATORY APPROVAL RECEIVED FOR MEDI GUARD ACQUISITION
January 29, 1998, Winnipeg, Manitoba - National Healthcare Manufacturing
Corp. (NHMC) is pleased to announce that further to its November 28, 1997
press release, it has received approval from the Vancouver Stock Exchange
for the acquisition of Medi Guard Inc. of Oakville, Ontario.
Medi Guard Inc. is Canada's leading manufacturer of cellulose based
disposable protective products for medical use. These products include
examination gowns, drapes, table paper, bibs, towels, and aprons. The
company also produces a line of single use products for airline in-flight
services. In 1995 Medi Guard revenues were $770,000 and which increased to
$2.8 million in 1996, with similar growth projected for 1997.
In consideration, the Company shall pay the greater of $400,000 or 3.5
times the annualized earnings of Medi-Guard (based on results of operations
for the 11 months following the agreement). The consideration shall be
paid in shares of the Company issued at the average closing price of the
shares for the five trading days preceding November 24, 1998 and not to
exceed 20% of the Company's shares outstanding. This is subject to
Exchange acceptance at that time.
This acquisition of Medi Guard and the inclusion of their products in
NHMC's custom procedure kits and trays enhances NHMC's vertical
integration strategy. Also, NHMC's existing distribution channels in
Canada, Europe & the United States will further assist in rapid growth of
Medi Guard product sales.
National Healthcare is rapidly emerging as a market leader capable of
providing the healthcare industry with a comprehensive array of products
and services that incorporate custom packaging, sterile re-packing and
laundry services, along with the state of the art supply management
distribution technology. In the past two years NHMC has broadened its
multi-faceted mandate to include:
1. Logistics and distribution centers (Hub & Spoke) where NHMC in
partnership with hospitals and/or SYSCO Corp.(NYSE: SYY) designs and
implements centralized logistic services for regional authorities. NHMC
Hub & Spokes centers will also be enhanced by construction of facilities
where reusable products such as Mertex and other protective wear will be
packed, sterilized and delivered daily to hospitals.
2. Packaging services where NHMC (utilizing its state-of-the-art robotic
technology) will provide procedure based disposable kits and trays to meet
most procedural supply needs in hospitals.
By centralizing these services within the Hub & Spoke Centers, NHMC expects
to deliver significant cost savings to healthcare systems while providing
high levels of customer focused service. We will continue our pursuit for
innovative products and services to further minimize healthcare costs to
end users.
On Behalf of the Board,
\s\ Seyed Torabian
Seyed M. Torabian, P.Eng.
Executive Vice President
Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
accuracy of this release.
<PAGE>
February 4, 1998
B.C. Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V7Z 2H4
ATTN: Statutory Filing
RE: Material Change Report
Dear Sir/Madam,
Following please find National Healthcare Manufacturing Corporation's
Material Change Report/Form 27 dated February 4, 1998.
Should you have any questions or need more information, please contact me
at (604) 689-8581.
Sincerely,
\s\ Seyed Torabian
Seyed Torabian, P.Eng.
Executive Vice President/Director
copy: VSE Listings Dept.
Manitoba Securities Commission
U.S. Securities & Exchange Commission
NASDAQ
Standard & Poor's
Maitland & Company
<PAGE>
FORM 27
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 67 (1) (B) OF THE ACT
Item 1. Reporting Issuer
National Healthcare Manufacturing Corporation
251 Saulteaux Crescent
Winnipeg, Manitoba
R3J 3C7
Item 2. Date of Material Change
February 4, 1998
Item 3. Press Release
News release and notice of dissemination were issued to the
Vancouver Stock Exchange on February 4, 1998 and disseminated via
Canadian Corporate News, Market New Publishing and Vancouver
Stockwatch.
Item 4. Summary of Material Change
The Issuer announces that it will no longer honor requests for
conversion of the Debenture held by its $5,000,000 European Fund
Debenture holders and intends to pursue legal action against the
aforesaid.
Item 5. Full Description of Material Change
Please refer to the attached News Release of the Issuer dated
February 4, 1998.
Item 6. Reliance in Section 67(2) of the Act
If the report is being filed on a confidential basis in reliance
on Section 67(2) of the Act, state the reason for such reliance.
N/A
<PAGE>
Item 7. Omitted Information
N/A
Item 8. Senior Officer
M. Seyed Torabian, the Executive Vice-President and Director of
the Issuer, is knowledgeable about the material change and this
report and may be contacted at (604) 689 - 8581 for further
information.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred
to herein.
Dated at Vancouver, British Columbia, this 4th day of February, 1998.
National Healthcare Manufacturing Corporation
Per: \s\Seyed Torabian____________
Seyed Torabian, P.Eng.
Executive Vice-President/Director
<PAGE>
National Healthcare Manufacturing Corp.
(NASDAQ:NHMCF / VSE:NHM)
Internet: www.nationalhealthcare.com
Contact: Alex P. Tsakumis
FOR IMMEDIATE RELEASE (800)883-8841/(604)689-8581
February 4, 1998, Winnipeg, Manitoba, - National Healthcare Manufacturing
Corporation (NHMC), announces that it has informed its $5,000,000 European
Fund Debenture holders and their related parties that it will no longer
honor their request for conversion of the Debenture and intends to pursue
legal action. The Company's notification to these parties stems from what
the Corporation believes to be a clear manipulation of the value of the
Company's stock by a Fiduciary party for the purpose of enabling a
conversion of the Debenture to common stock of NHMC at a reduced price.
On Behalf of the Board,
\s\Seyed Torabian
Seyed M. Torabian, P.Eng.
Executive Vice President
Neither NASDAQ nor the VSE have reviewed or accept responsibility for the
accuracy of this release.
