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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 27, 1996
Customedix Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7081 22-1844840
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
53 North Plains Industrial Road, Wallingford, Connecticut 06492
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 284-9079
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ITEM 5. OTHER EVENTS.
The press release of Customedix Corporation, dated September 27, 1996,
is incorporated herein by reference and a copy of such press release is
attached as an exhibit hereto. The Order and Final Judgment of the Court of
Chancery of the State of Delaware was filed as Exhibit No. 99.2 to Customedix
Corporation's Report on Form 8-K filed with the Securities and Exchange
Commission on August 29, 1996.
ITEM 7. EXHIBITS.
The following exhibit is filed as a part of this Current Report
on Form 8-K.
Exhibit No. Description
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Exhibit 99.1 Press Release of Customedix Corporation,
dated September 27, 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 thereunto duly authorized.
September 27, 1996 CUSTOMEDIX CORPORATION
By: /s/ Barry L. Kosowsky
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Name: Barry L. Kosowsky
Title: Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Customedix Corporation, dated
September 27, 1996
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NEWS RELEASE
Summary: Customedix Corporation (AMEX:CUS)
Order and Final Judgment in
Delaware Litigation becomes final
Company Contact: Joseph A. MacDougald
Director of Investor Relations
(203) 284-9079
FOR IMMEDIATE RELEASE:
WALLINGFORD, CONNECTICUT, September 27, 1996 . . . .
CUSTOMEDIX CORPORATION (AMEX:CUS) announced today that the Order and Final
Judgment entered by the Delaware Chancery Court on August 27, 1996 in the
consolidated stockholder litigation In Re Customedix Corporation Shareholders
Litigation (C.A. No. 14812) (the "Consolidated Action"), became final yesterday
upon the expiration of the 30-day period for appeal. The Order and Final
Judgment was entered pursuant to a Stipulation of Settlement, dated July 25,
1996, between the parties to the litigation.
Pursuant to the Order and Final Judgment, the Court, among other
things, (i) certified the Consolidated Action as a class action on behalf of a
plaintiff class (the "Class") composed of all record and beneficial owners of
shares of Customedix stock from and including February 5, 1996, through and
including the date of consummation of the proposed merger of Customedix and CUS
Acquisition, Inc., a recently-formed corporation to be owned by Dr. Gordon
Cohen, Chairman of the Board and Chief Executive Officer of Customedix, and
a partnership comprised of certain trusts for the benefit of members of the
Cohen family, as contemplated by the Agreement and Plan of Merger, dated as of
June 10, 1996, between CUS Acquisition, Inc. and Customedix; (ii) approved the
Stipulation of Settlement, and the terms and conditions of the settlement set
forth in the Stipulation, as fair, reasonable and adequate; and (iii) dismissed
the Consolidated Action with prejudice against plaintiffs and each member of
the Class on the merits.
Pursuant to the Stipulation, the parties have the option to withdraw
from the settlement under certain circumstances, including in the event the
merger of Customedix and CUS Acquisition, Inc., is not consummated in
accordance with the terms of the Agreement and Plan of Merger.
Under the terms of the proposed merger, all stockholders of Customedix,
other than Dr. Cohen and the Cohen family trust partnership, will receive
$2.375 for each share of Customedix stock owned by them. Consummation of the
proposed merger is subject, among other things, to the approval by the
Customedix stockholders at a Special Meeting of Stockholders scheduled for
September 30, 1996.
