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) NOVEMBER 28, 2000
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NEW YORK HEALTH CARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-12451 11-2636089
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1850 MCDONALD AVENUE, BROOKLYN, N.Y. 11223
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code, (718) 375-6700
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ITEM 5: OTHER MATTERS - REPLACEMENT OF LINE OF CREDIT
On November 28, 2000, the Company and its wholly-owned subsidiary NYHC
Newco Paxxon, Inc., entered into a series of agreements with Heller Healthcare
Finance, Inc., a Maryland corporation ("Heller Finance"), establishing a
$4,000,000 revolving credit loan to the Company secured by the Company's
accounts receivable, contract rights, intellectual property rights, inventory
and equipment. The Company is permitted to maintain outstanding borrowings to
the extent of up to 85% of qualified accounts receivable.
The Heller Finance revolving credit line is for a term of two years and
bears interest at the prime rate charged by Fleet Bank, N.A. plus 2.5% and
provides for monthly payments of interest on the outstanding balance on the
basis of the actual number of days elapsed over a year of 360 days.
Proceeds from the Heller Finance revolving credit line were utilized to
repay the outstanding balance of the Company's prior line of credit with The
Bank of New York.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None.
(b) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2.1 Purchase and Sale Agreement dated December 7, 1997
among NYHC Newco Paxxon, Inc. and Metro Healthcare
Services, Inc.**
2.2 Purchase and Sale Agreement dated February 8, 1998
among NYHC Newco Paxxon, Inc. and Metro Healthcare
Services, Inc.***
2.3 Purchase and Sale Agreement dated February 25, 1998
among NYHC Newco Paxxon, Inc. and Heart to Heart
Healthcare Services, Inc.***
3.1 Certificate of Incorporation of the Company.*
3.2 Restated Certificate of Incorporation of the Company.*
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3.3 Certificate of Correction of Restated Certificate of
Incorporation of New York Health Care, Inc.*
3.4 Amendment to the Certificate of Incorporation filed
October 17, 1996.*
3.5 By-laws of the Company.*
3.6 Amendment to the Certificate of Incorporation of the
Company filed December 4, 1996.*
3.7 Certificate of Designations, Rights and Preferences of
New York Health Care, Inc. Class A Convertible
Preferred Stock.
4.1 Form of certificate evidencing shares of Common Stock.*
4.2 Underwriter's Warrant Agreement and Form of
Underwriter's Warrant.*
10.1 Purchase and Sale Agreement by and between the Company,
National Medical Homecare, Inc., Jerry Braun and Sam
Soroka dated March 18, 1988.*
10.2 Lease for 105 Stevens Avenue, White Plains, New York by
and between the Company and Vincent Rippa as receiver
dated October 30, 1992.*
10.3 Lease for 175 Fulton Avenue, Suite 30IA, Hempstead, New
York by and between and the Company and Hempstead
Associates Limited Partnership dated July 22, 1993.*
10.4 Deed for 1667 Flatbush Avenue, Brooklyn, New York from
Tiara Realty Co. to the Company dated April 22, 1994.*
10.5 Agreement between Jerry Braun, Jacob Rosenberg, Samson
Soroka, Hirsch Chitrik, Sid Borenstein and the Company
dated September 30, 1988.*
10.6 Lease for 49 South Main Street, Spring Valley, New York
by and between the Company and Joffe Management dated
November 1, 1994.*
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10.7 Agreement for Provisions of Home Health Aide and
Personal Care Worker Services by and between the
Company and Kingsbridge Heights Health Facilities Long
Term Home Health Care Program dated November 2, 1994.*
10.8 State of New York Department of Health Office of Health
Systems Management Home Care Service Agency License for
the Company doing business in Rockland, Westchester and
Bronx Counties dated May 8, 1995.*
10.9 State of New York Department of Health Office of Health
Systems Management Home Care Service Agency License for
the Company doing business in Dutchess, Orange, Putnam,
Sullivan and Ulster Counties dated May 8, 1995.*
10.10 State of New York Department of Health Office of
Health Systems Management Home Care Service Agency
License for the Company doing business in Nassau,
Suffolk and Queens Counties dated May 8, 1995.*
10.11 State of New York Department of Health Office of
Health Systems Management Home Care Service Agency
License for the Company doing business in Orange and
Rockland Counties dated July 1. 1995.*
10.12 Lease Renewal for 45 Grand Street, Newburgh, New York
by and between the Company and Educational and
Charitable Foundation of Eastern Orange County, Inc.
dated July 12, 1995.*
10.13 Lease for 91-31 Queens Boulevard, Elmhurst, New York
by and between the Company and Expressway Realty
Company dated September 15, 1995.*
10.14 Settlement Agreement and General Release by and
between the Company and Samson Soroka dated September
28, 1995.*
10.15 Personal Care Aide Agreement by and between the
Company and Nassau County Department of Social Services
dated October 18, 1995.*
10.16 Lease for 1667 Flatbush Avenue, Brooklyn, New York by
and between the Company and 1667 Flatbush Avenue LLC
dated November 1, 1995.*
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10.17 State of New York Department of Health Office of
Health Systems Management Home Care Service Agency
License for the Company doing business in Bronx, Kings,
New York, Queens and Richmond Counties dated December
29, 1995.*
10.18 Home Health Agency Agreement by and between the
Company and the Center for Nursing and Rehabilitation
dated January 1, 1996.*
10.19 Homemaker and Personal Care Agreements by and between
the Company and the County of Rockland Department of
Social Services dated January 1, 1996.*
10.20 Home Health Aide/ Personal Care Worker Services
Agreement by and between the Company and Beth Abraham
Hospital dated January 12, 1996.*
10.21 Homemaker Services Agreement by and between the
Company and the Orange County Department of Social
Services dated February 16, 1996.*
10.22 Personal Care Service Agreement by and between the
Company and the Orange County Department of Social
Services dated February 16, 1996.*
10.23 Certified Home Health Agency Agreement by and between
the Company and New York Methodist Hospital dated
February 28, 1996.*
10.24 Employment Agreement by and between the Company and
Jacob Rosenberg dated March 26, 1996.*
10.25 Employment Agreement by and between the Company and
Jerry Braun dated March 26, 1996.*
10.26 Stock Option Agreement by and between the Company and
Jerry Braun dated March 26, 1996.*
10.27 Home Health Agency Agreement by and between the
Company and the Mount Sinai Hospital Home Health Agency
dated April 1, 1996.*
10.28 Absolute, Unconditional, Irrevocable and Limited
Continuing Guaranty of Payment by and between Jacob
Rosenberg and United Mizrahi Bank and Trust Company
dated May 9, 1996.* 10.29 Absolute, Unconditional,
Irrevocable and Limited Continuing Guaranty of Payment
by and between Jerry Braun and United Mizrahi Bank and
Trust Company dated May 9, 1996.*
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10.30 Continuing General Security Agreement by and between
the Company and United Mizrahi Bank and Trust Company
dated May 9, 1996.*
10.31 Agreement for the Purchase of Accounts Receivable
between the Company and 1667 Flatbush Avenue LLC dated
July 8, 1996.
10.32 401 (k) Plan for the Company.*
10.33 Performance Incentive Plan for the Company.*
10.34 Services Agreement between the Company and Heart to
Heart Health Care Services, Inc., dated January 1,
1996.
10.35 Employment Agreement by and between the Company and
Gilbert Barnett dated August 27, 1996.*
10.36 Assignment of lease dated October 8, 1996, lease dated
September 30, 1995 and sublease dated May 1995 among
the Company, as tenant, Prime Contracting Design Corp.,
as assignor, Bellox Realty Corp., as landlord and
Nutriplus Corp., as subtenant.*
10.37 Lease for 6 Gramatan Avenue, Mount Vernon, New York,
10550 by and between the Company and 6 Gramatan Avenue
Corp. dated December 1, 1996.*
10.38 Form of Financial Consulting Agreement with H.J.
Meyers & Co., Inc.*
10.39 Forms of Merger & Acquisition Agreement and
Indemnification.*
10.40 Consulting Agreement by and between the Company and H.
Gene Berger dated July 30, 1997****
10.41 Agreement between the Company and Heart To Heart
Health Care Services, Inc. dated August 6, 1998.*****
10.42 Agreement between the Company and Heart To Heart
Health Care Services, Inc. dated July 29, 1999.******
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10.43 Employment Agreement by and between the Company and
Jerry Braun dated November 12, 1999. *******
10.44 Employment Agreement by and between the Company and
Jacob Rosenberg dated November 12, 1999. *******
10.45 Loan and Security Agreement by and among New York
Health Care, Inc., NYHC Newco Paxxon, Inc. and Heller
Healthcare Finance, Inc. dated November 28, 2000.
10.46 Revolving Credit Note dated November 28, 2000 from New
York Health Care, Inc. and NYHC Newco Paxxon, Inc. as
Borrowers to the order of Heller Healthcare Finance,
Inc. as Lender.
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* Incorporated by reference to Exhibits filed as part of the Company's
Registration Statement on Form SB-2 under File No. 333-08152, which
was declared effective on December 20, 1996.
** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of December 8, 1997.
*** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of February 8, 1998.
**** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-KSB report for the year ended December 31, 1997.
***** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1998.
****** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1999.
******* Incorporated by reference to Exhibits filed as part of the
Company's Form 10-QSB report for the quarter ended September 30, 1999.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
December 6, 2000 NEW YORK HEALTH CARE, INC.
By: /s/ Jerry Braun
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Jerry Braun
President and Chief Executive Officer
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