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 May 1999
NATIONAL HEALTHCARE MANUFACTURING CORPORATION
(Name of Registrant)
251 Saulteaux Crescent, Winnipeg, Manitoba Canada R3J 3C7
(Address of principal executive offices)
1. Material Change Report: May 27, 1999
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
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: May 27, 1999
By:: /s/ Mac J. Shahsavar, President & CEO
<PAGE>
May 27, 1999
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 May 27, 1999.
Should you have any questions or need more information, please contact me
at
(604) 689-8581.
Sincerely,
/s/Dexter Talwar
Dexter Talwar
Investor Relations
copy: 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
May 6, 1999, May 27, 1999
Item 3. Press Release
News release and notice of dissemination were issued to the
NASDAQ Stock Exchange on May 6/99, and May 27, 1999 and
disseminated via Canada Newswire and PR Newswire.
Item 4. Summary of Material Change
On May 6, 1999, New York State Senator John R. (Randy) Kuhl, Jr.
(R-C, Hammondsport) and Mr. Mac. J Shahsavar, President and CEO
of National Healthcare Manufacturing Corporation jointly
announced plans of National Healthcare to locate its US
headquarters and custom packaging facility in Montour Falls, New
York.
On May 27, 1999, National Healthcare Manufacturing Corporation
announced that in response to shareholder approval at the
Company's Annual General Meeting held December 1, 1998 and in
accordance with The NASDAQ Stock Market's minimum bid price
listing requirements, it has declared a one for five reverse
split of the Company's Class "A" common shares.
On May 27, 1999, National Healthcare did mail through Pacific
Corporate Trust Company, a copy of a shareholder letter of
transmittal for registered shareholders to replace existing share
certificates. (A copy of which is attached.)
<PAGE>
Item 5. Full Description of Material Change
Please refer to the attached News Release of the Issuer dated May
6, 1999 and May 27, 1999
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.
Item 7. Omitted Information
N/A
Item 8. Senior Officer
Mac J. Shahsavar, the CEO/President and a Director of the Issuer,
is knowledgeable about the material change and this report and
may be contacted at (204) 885 - 5555 for further information.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change
referred to herein.
Dated at Winnipeg, Manitoba, this 27th day of May, 1999.
National Healthcare Manufacturing Corporation
Per: /s/ Mac Shahsavar
Mac J. Shahsavar, P.Eng.
President /CEO
<PAGE>
FOR IMMEDIATE RELEASE News Release
Contacts: National Healthcare
Manufacturing Corp. Dexter Talwar (800) 883-8841
Senator John R. Kuhl's Office Jim Meddleton (518) 455-2091
SCOPED and Schuyler County, NY Susan Payne (607) 535-4341
Empire State Development Monty Engle (212) 803-3721
NATIONAL HEALTHCARE TO INVEST $14 MILLION IN MONTOUR FALLS; SCHUYLER COUNTY
TO GAIN 190 NEW JOBS
May 6, 1999- New York State Senator John R. (Randy) Kuhl, Jr. (R-C,
Hammondsport) and Mr. Mac. J Shahsavar, President and CEO of National
Healthcare Manufacturing Corporation (NASDAQ: NHMC) jointly announced plans
of National Healthcare to locate its US headquarters and custom packaging
facility in Montour Falls, New York.
National Healthcare Manufacturing Corporation is an international firm with
headquarters in Winnipeg, Canada. The company will locate its newest
offices and assembly operations in the former Jamesway building located on
Route 14 in Montour Falls. National Healthcare's plans are to assemble
customized surgical kits at the Montour Falls facility.
National Healthcare President & CEO Mac Shahsavar stated, "We have focused
our efforts on becoming a market leader in medical cost containment through
both our automated assembly production process and revolutionary "Hub &
Spoke" Logistics distribution system. National Healthcare has strongly
positioned itself to bring millions of dollars in savings for hospitals and
medical purchasing groups and is pleased to expand its US headquarters to
Schuyler County in New York State. With the recent financial commitments
from both Schuyler County and Empire State Development, National Healthcare
fully intends to develop the world's most sophisticated automated robotic
manufacturing facility by incorporating its state-of-the-art fourth
generation mobile robotics. National Healthcare's Montour Falls facility
will create 190 new jobs over the next three years and produce over 1000
items consisting of both basic and custom kits/trays, medical infection
control products and disposable protective paper products."
Shahsavar added "Since National Healthcare's inception in 1992, New York
State had always been considered a potential site for a manufacturing
facility. While Winnipeg, MB was ultimately chosen for our first facility,
NY State's positive business climate will benefit National Healthcare for
our long-term growth strategy."
Senator Kuhl commented that "the location of National Healthcare
Manufacturing Corporation in Montour Falls is truly exciting and meaningful
economic news for Schuyler County and our region.
<PAGE>
"It has been my great privilege to have the opportunity to help secure
state assistance for this important project. It is precisely the type of
investment that New York State has made a priority over the past several
years - an investment to help secure the long-term growth and strength of
local economies and communities. The presence of a quality manufacturer
like National Healthcare promises to produce quality benefits - job
creation, increased revenues and all of the ensuring spin-offs from such a
major manufacturing enterprise.
"Perhaps most importantly, I'd like to express my admiration and
appreciation for the efforts of the Schuyler County Partnership for
Economic Development that put together the economic package to bring
National Healthcare to Schuyler County. It's a great victory in the highly
competitive, international contest for jobs. We have secured a cornerstone
in the region's economic future."
Mr. Tom Gifford, Chair of the Schuyler County Legislature, joined Senator
Kuhl in welcoming National Healthcare to the area. "It isn't every day
that a County has the opportunity to welcome a new company with such
international recognition. We are extremely fortunate that thanks to the
help of Senator Kuhl, Empire State Development, SCOPED, the Schuyler County
IDA and the other seven members of the County Legislature, that we stand
here today doing just that. National Healthcare's commitment to locating a
facility in Schuyler County represents a tremendous effort on the part of
both the public and private sectors, and moves us toward our goals of job
creation in Schuyler County."
National Healthcare is eligible to receive grants totaling $800,000 for
relocation and start-up costs. Of that amount, Empire State Development
will award $400,000, Senator Kuhl has awarded $300,000 and SCOPED and the
County $100,000. In addition, National Healthcare Company is eligible to
receive $50,000 from Empire State Development for Training and between $1.8-
2 million in Federal training grants through the regional Workforce
Development Board. SCOPED will assist National Healthcare Company in
securing an additional $1 million for training in the next two years. The
Schuyler County Industrial Development Agency is participating with a
property tax abatement and bonding package up to $10 million.
"This is a terrific day for Schuyler County," remarked Governor Pataki when
he learned of the company's plans. "With National Healthcare's move,
Schuyler County has just gained its second largest manufacturing employer
and its first major economic development project in 30 years. This is more
evidence that New York State's historic, ongoing economic renewal is
providing jobs and opportunity for all New Yorkers, in all corners of the
State."
Mr. Terry Horgan, Chair of the Schuyler County IDA, worked closely with
SCOPED in meeting National Healthcare's location needs. "The IDA is
looking forward to a long-term relationship with National Healthcare, and
we would like to wish them the best with their new US headquarters. The
IDA is committed to working hard on behalf of the people and businesses of
Schuyler County," said Mr. Horgan.
National Healthcare is being recognized as a market leader committed to
reducing healthcare costs by providing efficient and cost effective
alternatives to conventional products and services to healthcare providers.
National Healthcare owns and operates the world's first and only automated
robotic production facility capable of assembling and packaging various
kits and trays for medical and surgical procedures. Through its wholly
owned subsidiaries, National Healthcare manufactures and distributes
personal care, anti-microbial and cellulose based paper products such as
examination gowns to healthcare and homecare institutions throughout North
America and Europe. Also, National Healthcare Logistics (a 50%
subsidiary), is revolutionizing conventional medical distribution with its
state of the art Hub & Spoke logistics systems.
NASDAQ has neither approved or disapproved the information in this news
release
<PAGE>
NEWS RELEASE
FOR RELEASE MAY 27,1999 AT 4:15 PM EDT National Healthcare
Manufacturing Corporation
Investor Relations (800) 883-8841
http://www.nationalhealthcare.com
e-mail: [email protected]
NATIONAL HEALTHCARE CORPORATE UPDATE
WINNIPEG, MANITOBA (May 27, 1999).National Healthcare Manufacturing
Corporation (NASDAQ: NHMC) announces that in response to shareholder
approval at the Company's Annual General Meeting held December 1, 1998 and
in accordance with The NASDAQ Stock Market's minimum bid price listing
requirements, it has declared a one for five reverse split of the Company's
Class "A" common shares. The record and effective date of the reverse split
will be May 27, 1999. No fractional shares will be issued. National
Healthcare will trade under the temporary symbol "NHMCD" for twenty trading
days after the split and will have 3,366,293 shares issued and outstanding
post split. National Healthcare shareholders may register their shares
through the Company's Transfer Agent, Pacific Corporate Trust Company in
Vancouver, BC under the new CUSIP# 635902208.
In addition, National Healthcare has appointed the accounting firm Grant
Thornton as its corporate auditors effective April 30, 1999. Grant Thornton
is a member of Grant Thornton International, one of the largest accounting
and consulting organizations in the world. Grant Thornton replaces Arthur
Andersen LLP which resigned on April 30, 1999.
National Healthcare is being recognized as a market leader committed to
reducing healthcare costs by providing efficient and cost effective
alternatives to conventional products and services to healthcare providers.
National Healthcare owns and operates the world's first and only automated
robotic production facility capable of assembling and packaging various
kits and trays for medical and surgical procedures. Through its wholly
owned subsidiaries, National Healthcare manufactures and distributes
personal care, anti-microbial and cellulose based paper products such as
examination gowns to healthcare and homecare institutions throughout North
America and Europe. Also, National Healthcare Logistics (a 50% subsidiary),
is revolutionizing conventional medical distribution with its state of the
art Hub & Spoke logistics systems.
On Behalf of the Board,
Mac J. Shahsavar, P. Eng.
President & CEO
NASDAQ has neither approved or disapproved the information in this news
release
<PAGE>
May 27, 1999
Dear Shareholder:
At a meeting of the shareholders of National Healthcare Manufacturing
Corporation (the "Company") held on December 1, 1998, a reverse split of
the Company?s issued share capital was approved. Each registered
shareholder of the Company will receive one (1) post-reverse split Class
"A" common share of the Company for every five (5) pre-reverse split Class
"A" common shares of the Company surrendered. No fractional shares will be
issued.
The reverse split was effected on May 27, 1999.
In order that you may obtain a new share certificate in the post-reverse
split capital of the Company, we enclose a letter of transmittal. We
strongly recommend that you review the letter of transmittal and the
explanatory notes attached to it. Please complete the letter and forward
it to the Company's registrar and transfer agent, PACIFIC CORPORATE TRUST
COMPANY, Suite 830, 625 Howe Street, Vancouver, British Columbia, Canada,
V6C 3B8, together with your old share certificate(s). Upon receipt of the
letter of transmittal and your share certificate(s), the registrar and
transfer agent will return to you a new share certificate in the post-
reverse split capital of the Company. This certificate will indicate the
number of shares you hold in the post-reverse split capital of the Company.
No charge will be made by the registrar and transfer agent for the issuance
of a new certificate replacing the one submitted. However, if you wish
additional certificates, a charge for such additional certificates will be
made.
There will be no change in the Company?s name or its NASDAQ trading symbol
(NHMC); however, a ?D? will appear at the end of the Company?s trading
symbol for a period of 20 days following the reverse split, in accordance
with NASDAQ requirements.
As trading in the post-reverse split capital of the Company commenced
effective May 27, 1999, we recommend that you forward the letter of
transmittal and share certificate as soon as possible to Pacific Corporate
Trust Company so that you will be in a position to trade your shares in the
future without any delay.
Yours truly,
Mac J. Shahsavar,
President & Chief Executive Officer
<PAGE>
NATIONAL HEALTHCARE MANUFACTURING CORPORATION
LETTER OF TRANSMITTAL
To: Pacific Corporate Trust Company
Suite 830, 625 Howe Street
Vancouver, British Columbia
CANADA V6C 3B8
Notification has been received that National Healthcare Manufacturing
Corporation (the ?Company?) has effected a reverse split of its share
capital on the basis of five (5) pre-reverse split Class ?A? common shares
for every one (1) post-reverse split Class ?A? common share.
The undersigned, representing that he has full power and authority to do
so, hereby delivers to you the following share certificate(s) representing
Class ?A? common shares in the pre-reverse split capital stock of the
Company:
Certificate Name in which Number
Number Registered of Shares
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
TOTAL SHARES:_______________________
The undersigned requests and authorizes you to issue one (1) post-reverse
split Class ?A? common share of the Company for every five (5) pre-reverse
split Class ?A? common shares of the Company the equivalent represented by
the certificates delivered herewith, such share certificate(s) of the
Company to be issued in EITHER:
(a) the same name as shown above, using the following address:
________________________________________________
Street
________________________________________________
City, Province/State
________________________________________________
Postal/Zip Code
<PAGE>
OR: (b) in the name shown below in this space:
Christian Name and Surname
________________________________________________
Street
________________________________________________
City, Province/State
________________________________________________
Postal/Zip Code
DATED this _____ day of _________________, 19______.
____________________________________________
Signature of Shareholder*
Signature of registered shareholder as indicated on face of
certificate or authorized representative as agent with authority attached.
INSTRUCTIONS AND CONDITIONS
1. Delivery of Certificates:
The method of delivery of share certificates of the Company to Pacific
Corporate Trust Company is at the option and risk of the holder, but
if mail is available and used, registered mail is suggested. Delivery
will be effected only when this letter of transmittal, the
certificate(s) described therein and other necessary documents are
actually received by Pacific Corporate Trust Company.
2. Certificate(s) which must be Endorsed:
If you request that certificate(s) be registered in the name or names
other than the name shown on the face of the certificate(s)
surrendered, such certificate(s) must be properly endorsed in the
place provided on the back thereof and the signature must be
guaranteed by a Canadian chartered bank or Medallion signature
guaranteed by a bank or brokerage firm, or in some other manner
satisfactory to Pacific Corporate Trust.
<PAGE>
3. Certificate(s) Not Endorsed:
Certificate(s) need not be endorsed if the new certificate(s) is/are
requested in the same name as that shown on the face of the
certificate(s) surrendered.
4. Charge for New Certificate(s):
Each registered shareholder of the Company is entitled, without
charge, to have issued to him/her one certificate in the post-reverse
split capital of the Company for each certificate of the Company
surrendered by him/her, whether or not the new certificate of the
Company is to be issued in the same name as that shown on the
certificate surrendered. However, a fee of $3.25 must be remitted for
each additional certificate required.
5. Fractional Shares:
No fractional shares will be issued. Any resultant fractional shares
in the pre-reverse-split capital of the Company less than one-half (?)
shall be rounded down to the next closest whole number of Class ?A?
common shares in the pre-reverse split capital of the Company and any
resultant fractional shares in the post-reverse split capital of the
Company equal to or greater than one-half (?) shall be rounded up to
the next closest whole number of Class ?A? common shares in the post-
reverse split capital of the Company upon the exchange of shares by
each shareholder.
6. Completion of Transmittal Letter:
If you request that the certificate(s) be registered in a name or
names other than as shown on the face of the certificates, it is
necessary that the full name (no initials) of the party specified be
given, together with a full address and postal/zip code.
