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): December 9, 1999
Health-Chem Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-6787 13-2682801
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
460 Park Avenue, Suite 1300, New York, NY 10022
(Address of principal executive offices) (Zip Code)
(212) 751-5600
(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On Thursday, December 9, 1999, Health-Chem Corporation ("Health-Chem"
or the "Company") commenced an action against Andy E. Yurowitz, Manfred
Mayerfeld, Michael M. Goldberg, Barry B. Kanarek, Wolf Prensky, Zachary Prensky
and Jack I. Zwick (collectively referred to herein as the "Yurowitz Group") in
the United States District Court for the District of Delaware, C.A. No. 99-853,
seeking, among other things, a preliminary and a permanent injunction against
the Yurowitz Group from soliciting and utilizing proxies with respect to the
election of its slate of directors at Health-Chem's 1999 Annual Meeting of
Stockholders (the "Annual Meeting"). In the Verified Complaint, a copy of which
is annexed hereto as Exhibit 99.1 and incorporated herein by reference, the
Company has alleged that the Defendants have committed various violations of the
federal securities laws, including, among other things, the solicitation of
proxies based upon false and misleading proxy materials in violation of the
Securities Exchange Act of 1934 (the "Exchange Act"), the false and misleading
filings under Section 13(d) of the Exchange Act, and the failure to make
required filings regarding beneficial ownership of Common Stock under Section 16
of the Exchange Act.
The Company's Annual Meeting was convened as scheduled on December 10,
1999. However, as a result of the initiation of the action in the United States
District Court and the pendency of the Company's request for preliminary
equitable relief, the presiding officer announced that the polls would remain
open pending the resolution of the lawsuit. The Annual Meeting was adjourned
until the later of (i) 10:30 a.m. Eastern Standard Time on December 23, 1999 or
(ii) 10:30 a.m. Eastern Standard Time on the second business day following the
date of the ruling of the Court on the Company's application for an injunction,
at the offices of the Company, 460 Park Avenue, New York, New York, subject to
further extension of the date and time of the closing of the polls with respect
to the election of directors at the Annual Meeting should the litigation warrant
such further extension.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Description
99.1 Verified Complaint in the matter of Health-Chem Corporation v. Andy E.
Yurowitz et al., U.S. District Court for the District of Delaware, C.A. No.
99-853
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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.
HEALTH-CHEM CORPORATION
Date: December 13, 1999 By: /s/Marvin M. Speiser
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Marvin M. Speiser
Chairman of the Board and President
<PAGE>
Exhibit Description
99.1 Verified Complaint in the matter of Health-Chem Corporation v. Andy E.
Yurowitz et al., U.S. District Court for the District of Delaware, C.A. No.
99-853
