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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 reported ) June 4, 1996
Customedix Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7081 22-1844840
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
53 North Plains Industrial Road, Wallingford, Connecticut 06492
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 284-9079
Page 1 of 5 Pages
Exhibit Index appears on Page 4
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Item 5. Other Events.
The press release of Customedix Corporation, dated June 4, 1996, is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) (b) Not applicable.
(c) Exhibits
Exhibit 99 - Press Release of Customedix Corporation, dated June 4,
1996.
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SIGNATURES
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.
June 4, 1996 CUSTOMEDIX CORPORATION
By:
-----------------------
Name:
Title:
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
99 Press Release of Customedix
Corporation, dated June 4, 1996.
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[CUSTOMEDIX CORPORATION LETTERHEAD]
53 N. PLAINS INDUSTRIAL RD.
WALLINGFORD, CT. 06492
TELEPHONE: 203-284-9079
FAX: 203-265-7662
NEWS
RELEASE
Summary: Customedix Corp. (AMEX:CUS)
announces receipt of revised merger
proposal and tentative settlement
of lawsuits.
Company contact: Joseph MacDougald
Director of Investor Relations
(203)284-9079
FOR IMMEDIATE RELEASE:
WALLINGFORD, CONNECTICUT, June 4, 1996....CUSTOMEDIX CORPORATION (AMEX:CUS)
announced today that it has received a revised proposal from Dr. Gordon S.
Cohen, CUSTOMEDIX's Chief Executive Officer and Chairman of CUSTOMEDIX's Board
of Directors, offering to acquire the Company through a negotiated merger in
which CUSTOMEDIX shareholders, other than Dr. Cohen and a partnership comprised
of certain Cohen family trusts, would receive $2 3/8 cash per share. It is
expected that a Special Committee of the Board of Directors will be appointed to
review the proposal.
Dr. Cohen had proposed a similar merger transaction on February 5, 1996, with a
proposed merger consideration of $1 15/16 cash per share. That proposal was
withdrawn by Dr. Cohen on May 8, 1996.
CUSTOMEDIX Corporation also announced today that the Corporation and members of
its Board of Directors have reached an agreement in principle to settle four
related lawsuits pending against them in the Delaware Court of Chancery. The
lawsuits were commenced in response to Dr. Cohen's initial merger proposal.
Final settlement of the lawsuits is conditioned upon, among other matters,
approval of the settlement by the Chancery Court and the completion of the
merger upon the revised terms.
