UNITED STATES
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) May 11, 2000 (May 4, 2000)
Surgical Safety Products, Inc.
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(Name of small business issuer in its charter)
New York 65-0565144
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2018 Oak Terrace, Sarasota, Florida 34231
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (941) 927-7874
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
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(Title of class)
Copies of Communications Sent to:
Mercedes Travis, Esq.
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696; Fax: (561) 659-5371
<PAGE>
Item 6. Resignations of Registrant's Directors
On May 4, 2000, David Collins, a Director of the Company notified the
Board of Directors by e-mail that he was tendering his resignation immediately
and that he requested his resignation to be made public. With such resignation,
he provided a copy of a letter addressed to the Securities and Exchange
Commission ("SEC") which he had sent that day.
In his resignation letter, Mr. Collins stated that he has serious
objections to the way in which senior management is running the Company. Mr.
Collins claimed that there were inaccurate and improper disclosures in the
latest Form 10K filed with the SEC which he specifically addressed in his letter
to them. They included the fact that Mr. Collins' signature was listed in the
filing when he claimed he would not sign and that there is improper disclosure
as the status of the line of credit with SouthTrust Bank. In the resignation
letter, also he voiced concerns about Dr. Swor's Internet postings. Mr. Collins
claims that Dr. Swor's practices could mislead investors and be in violation of
the SEC rules.
The Company is in disagreement with the views expressed by Mr. Collins.
As to the signature on the Form 10, specifically, at the time of the
filing of the Form 10K, Mr. Collins advised the Company that he was suspending
his services pending resolution of outstanding compensation matters. The Company
believed at the time that these matters were being resolved and Mr. Collins had
tacitly agreed to sign in his capacity as the Chief Financial Officer of the
Company. At the last possible moment, Mr. Collins advised the Company that he
would not sign. The Company advised Mr. Collins that it believed that his
actions amounted to blackmail and asked him to resign. He refused and withheld
his resignation. The Company has appointed Dr. Swor to act as the Acting Chief
Financial Officer pending appointment of a permanent replacement. While the
Company has reached agreement with the permanent replacement, such party has
asked that no disclosure be made about the appointment until commencement of
services with the Company. The Company anticipates that the permanent
replacement will be on staff within the next thirty (30) days. The Company
intends to file an Amended Form 10K with Dr. Swor signing as the Acting Chief
Financial Officer.
As to the SouthTrust Bank line of credit, Mr. Collins is incorrect that
such line of credit was canceled. In January 2000, the Company was advised by
the bank that they were planning not to renew the line because the loan was
undercollateralized. Dr. Swor called the bank and the bank advised him that they
would review the situation. Nothing occurred for some time, and the Company
assumed that the line was continued. By letter dated March 28, 2000, SouthTrust
Bank apologized to the Company for not providing the quality of service it
expected and advising the Company that it intended to correct the past failures
and return their relationship to a satisfactory and properly serviced
relationship. Further they confirmed that they wanted to continue their
association with the Company on a positive note in the future with the extension
of the credit line for the Company. This confirmation was made to the Company
prior to the filing of the Form 10K. On this note, the bank called the Company
last week to advise it that it was preparing the documentation to officially
extend the line. Today, the Company confirmed that the line of credit had never
been canceled nor had the note ever been called.
<PAGE>
As to the accusations against Dr. Swor and his Internet posting, Dr.
Swor began policing the bulletin board called "Raging Bull" after the matter
with Steven King and Insidestock.com. This was undertaken because both he and
the Company are concerned that unsubstantiated information is not allowed to
proliferate so as to give the investment public false expectations. Initially,
Dr. Swor signed on under a pseudonym. About six (6) months ago, he purchased a
computer for his home and he began to use his own name as well. The reason why
he has two postings is because he cannot sign onto the bulletin board under the
same name from two different computers. While the computer in the office has the
original pseudonym, his computer at home has his own name. Rather than
selectively electing which name to use, the fact is that Dr. Swor uses the name
which attaches to the computer from which he is working and he addresses the
"Raging Bull" postings when he has the time. Since Dr. Swor is a practicing
physician, as well as the Chairman of the Board of the Company and its Chief
Executive Officer, there are times when he can only be on the Internet at quiet
times. However, it is the Company's and Dr. Swor's belief that rather than
misleading the public, the intent has always been to be sure that incorrect and
unsubstantiated information is addressed. Dr. Swor believes that a review of his
postings will support the propriety of his actions.
Exhibits
17.1 * Letter of Resignation sent by e-mail to the Board of Directors
dated May 4, 2000
17.2 * Letter from Mr. Collins to the SEC dated May 4, 2000
17.3 * Letter from SouthTrust Bank to the Company dated March 28, 2000
* Filed herewith
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Surgical Safety Products, Inc. (Registrant)
Date: May 11, 2000 By:/s/ Dr. G. Michael Swor
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Dr. G. Michael Swor
Chief Executive Officer
and Acting Chief Financial Officer
By:/s/ Donald K. Lawrence
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Donald K. Lawrence
President and Chief Operating Officer
EXHIBIT 17.1
Subj: SURG Board of Directors
Date: 5/4/2000 12:23:25 PM Eastern Daylight Time
From: [email protected] (David Collins)
Reply-to: [email protected]
To: [email protected] ('Jim Stuart (E-mail)'), [email protected] ('Sam D. Norton
Esq. (E- mail)'), [email protected] (Frank (Suture) (E-mail)), [email protected],
[email protected]
CC: [email protected], [email protected], [email protected]
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File: Letterhead-to SEC.doc (20992 bytes)
DL Time (49333 bps): < 1 minute
To: The Board of Directors of Surgical Safety Products:
As you may know, I have serious objections to the way the senior management is
running the business. One of my concerns is the inaccurate and improper
disclosures in the latest Form 10-K filed with the SEC. To clarify my position,
attached is a copy of my letter that was sent today to the SEC.
Another concern is the CEO's Internet postings. He posts on Raging Bull both
under his name and also anonymously. He posts during "quiet times" and chooses
when to admit who he is and when to use his pseudonym. I believe his practices
can mislead investors and are violations of SEC rules.
Therefore, effective immediately, I am resigning from the Board of Directors.
I request that you make the reasons for my resignation public and available to
investors.
I also request that you make copies of this e-mail available to the Board
Members that do not have access to e-mail.
Sincerely,
/s/ David Collins
David Collins
EXHIBIT 17.2
DAVID G. COLLINS
567 Fallbrook Drive * Venice, FL 34292 (941) 492-4819
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May 4, 2000
SEC Division of Enforcement
Enforcement Complaint Center
450 Fifth St. NW
Washington DC 20459-0710
RE: Surgical Safety Products, Inc. - Your File No. 000-24921
Gentlemen:
I have resigned from the Board of Directors of Surgical Safety Products because
of my disagreements with management over how the company is being managed and
operated.
My disagreements with management include my objection to their inaccurate and
improper disclosures in the latest Form 10-K filed by the company. My
understanding of the SEC regulations is that you may want to investigate this
matter.
Among the inaccurate and improper disclosures are the following:
First, Michael Swor, the CEO of the business advised me that the bank had
canceled the line of credit it had previously granted to the company. However,
this has not been disclosed. Every reference in the company's Form 10-K
indicates that the line of credit will continue for several years. Because of
the serious shortage of funds at the company, this is probably a material
omission that could mislead investors.
Second, contrary to my instructions, the company represented that I signed the
Form 10-K as the Chief Financial Officer of the Company. Prior to filing of the
Form 10-K, I advised them not to use me as a signatory on the document. The
Company disregarded these communications and filed the report using my name as
CFO.
For many years, I have been the Chief Financial Officer of various public
companies and earned a reputation for integrity in the discharge of all my
financial reporting responsibilities. Considering the above, I would be remiss
if I remained silent and did not bring these matters to your attention.
Sincerely,
/s/ David G. Collins
David G. Collins
cc: Board of Directors of Surgical Safety Products
EXHIBIT 17.3
SouthTrust Bank [Graphic logo]
Suncoast
P.O. Box 4705
Sarasota, Florida 34230
(941) 361-2000
March 28, 2000
Michael Swor, M.D., M.B.A.
Surgical Safety Products, Inc.
2018 Oak Terrace
Sarasota, FL 34231
Dear Dr. Swor:
I recently visited with you regarding your banking relationship with South Trust
Bank. Due to staffing changes and other factors, we have not provided the
quality of service you expect. The purpose of my visit was to correct that
situation. I have not been successful in accomplishing that task. Mike, I'm not
sure why I was not successful, but I do know I owe you an apology.
It is my desire to correct past failures to return your relationship to a
satisfactory and properly serviced relationship. We want to continue our
association on a positive note in the future with the extension of the credit
line for your company as well as address any other issues. I have asked Lori
Meeder, Manager of Private Banking, to handle your future banking needs.
I will ask Lori to call you during the week of April 3rd to schedule a meeting
with you to allow us to re-establish the relationship and to move forward to the
future.
Again, I apologize for the unacceptable quality of service you have received in
the past. I look forward to restoring your banking relationship to the
satisfactory and enjoyable relationship to which you are entitled as a customer
of our bank.
Respectfully,
/s/Jerry L. Scott
Jerry L. Scott
Senior Vice President/Senior Lender
